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

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholder.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company irrevocably submits to the nonexclusive jurisdiction of the parties hereto irrevocably (i) agrees that any legal New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) Purchase Option. The Company irrevocably waives, to the fullest extent it may effectively do sopermitted by law, any objection which it they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and (iii) submits any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the non-exclusive jurisdiction Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company hereby irrevocably appoints [______________________] as its agent for service of such courts process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceedingproceeding may be made upon it at the office of such agent. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityCompany waives, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionfullest extent permitted by law, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder Company represents and warrants that the Authorized Agent such agent has agreed to act as such its agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaideffect. Notwithstanding the foregoing, unless and until a successor has been appointed as any action based on this Agreement may be instituted by the Authorized Agent Holder in any competent court in the State of New YorkBritish Virgin Islands. The Selling Stockholder will notify Company agrees that the Managers prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of the appointment of a successor Authorized Agent prior its reasonable attorneys’ fees and expenses relating to such appointment taking effect. Service of process upon such Authorized Agent (action or any successor) and written notice of such service to proceeding and/or incurred in connection with the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderpreparation therefor.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company hereby irrevocably submits to the exclusive jurisdiction of the parties hereto irrevocably U.S. federal and state courts in the Borough of Manhattan in The City of New York (ieach, a “New York Court”) agrees that in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or the any transactions contemplated hereby may be instituted in any Federal court located in hereby. The Company and each of the State of New York, (ii) waives, to the fullest extent it may effectively do so, Company’s Controlled Entities irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding and in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (iiion the grounds of sovereignty or otherwise) submits from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the non-exclusive jurisdiction fullest extent permitted by law, such immunity in respect of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New YorkCompany appoints Cogency Global Inc., as its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon whom which process may be served in any such action arising out of suit or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionproceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants agree that the Authorized Agent has agreed to act as such agent for service of process and in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect as aforesaidfor a period of seven years from the date of this Agreement. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemedTO THE FULLEST EXTENT PERMITTED BY LAW, in every respect, effective service of process upon the Selling StockholderANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto The Company hereby irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such the U.S. federal and state courts in any such suit, action or proceeding. the Borough of Manhattan in The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) City of New York in any legal suit, action suit or proceeding against it arising out of or based on relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally, to the maximum extent permitted by law, waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby which is instituted in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. At the request of the Representative, the Company shall cause such of its Subsidiaries as are designated by the Representative to irrevocably and unconditionally, to the maximum extent permitted by law, waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in the New York court Courts, and irrevocably and unconditionally waive and agree not to plead or claim in any competent such court that any such suit or proceeding in The Netherlandsany such court has been brought in an inconvenient forum. The Selling Stockholder has appointed Corporation Service CompanyCompany irrevocably appoints its registered agent, Albany, New York, as reflected in its filings with the State of Nevada as its authorized agent (the “Authorized Agent”) in the State of Nevada upon whom which process may be served in any such action arising out of suit or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionproceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants agree that the Authorized Agent has agreed to act as such agent for service of process and in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect as aforesaid, unless and until for a successor has been appointed as period of two years from the Authorized Agent in the State date of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderthis Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company and each of the parties hereto Selling Shareholders hereby irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such the U.S. Federal and state courts in any such suitthe Borough of Manhattan in The City of New York (each, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and executiona “New York Court”) in any legal suit, action suit or proceeding against it arising out of or based on relating to this Agreement Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby. The Company and each of the Selling Shareholders irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby which is instituted in a New York Court, and irrevocably and unconditionally waives and agrees not to plead or claim in any New York such court that any such suit or proceeding in any competent such court has been brought in The Netherlandsan inconvenient forum. The Company and each of the Selling Stockholder has appointed Corporation Service CompanyShareholders irrevocably appoint Xxxxxxx Xxxx (USA), AlbanyInc., New Yorklocated at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: General Counsel, as its their authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon whom which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent, and written notice of said service to each of the Selling Shareholders by the person serving the same to each of the Selling Shareholders at their respective addresses set forth on Schedule I hereto, shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company and the Selling Shareholders in any such suit or proceeding. The Company and each of the Selling Shareholders further agree to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. The Company and each of the Selling Shareholders irrevocably waives, to the fullest extent permitted by law, any and all rights to trial by jury in any legal proceeding arising out of or based on relating to this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderhereby.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company irrevocably submits to the nonexclusive jurisdiction of the parties hereto irrevocably (i) agrees that any legal New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the transactions contemplated hereby may be instituted in any Federal court located in offering of the State of New York, (ii) Securities. The Company irrevocably waives, to the fullest extent it may effectively do sopermitted by law, any objection which it they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and (iii) submits any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the non-exclusive jurisdiction Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company hereby irrevocably appoints [______________________] as its agent for service of such courts process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceedingproceeding may be made upon it at the office of such agent. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityCompany waives, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionfullest extent permitted by law, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder Company represents and warrants that the Authorized Agent such agent has agreed to act as such its agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaideffect. Notwithstanding the foregoing, unless and until a successor has been appointed as any action based on this Agreement may be instituted by the Authorized Agent Underwriters in any competent court in the State of New YorkBritish Virgin Islands. The Selling Stockholder will notify Company agrees that the Managers prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of the appointment of a successor Authorized Agent prior its reasonable attorneys’ fees and expenses relating to such appointment taking effect. Service of process upon such Authorized Agent (action or any successor) and written notice of such service to proceeding and/or incurred in connection with the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderpreparation therefor.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company hereby irrevocably submits to the exclusive jurisdiction of the parties hereto irrevocably U.S. federal and state courts in the Borough of Manhattan in The City of New York (ieach, a “New York Court”) agrees that in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or the any transactions contemplated hereby may be instituted in any Federal court located in hereby. The Company and each of the State of New York, (ii) waives, to the fullest extent it may effectively do so, Company’s Controlled Entities irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding and in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (iiion the grounds of sovereignty or otherwise) submits from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the non-exclusive jurisdiction fullest extent permitted by law, such immunity in respect of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New Yorkappoints Cogency Global Inc., as its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon whom which process may be served in any such action arising out of suit or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionproceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants agree that the Authorized Agent has agreed to act as such agent for service of process and in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect as aforesaidfor a period of seven years from the date of this Agreement. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemedTO THE FULLEST EXTENT PERMITTED BY LAW, in every respect, effective service of process upon the Selling StockholderANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company irrevocably submits to the nonexclusive jurisdiction of the parties hereto irrevocably (i) agrees that any legal New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the transactions contemplated hereby may be instituted in any Federal court located in offering of the State of New York, (ii) Securities. The Company irrevocably waives, to the fullest extent it may effectively do sopermitted by law, any objection which it that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and (iii) submits any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the non-exclusive jurisdiction Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company hereby irrevocably appoints Xxxxx Xxxx, 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its agent for service of such courts process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceedingproceeding may be made upon it at the office of such agent. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityCompany waives, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionfullest extent permitted by law, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder Company represents and warrants that the Authorized Agent such agent has agreed to act as such its agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaideffect. Notwithstanding the foregoing, unless and until a successor has been appointed as any action based on this Agreement may be instituted by the Authorized Agent Underwriters in any competent court in the State of New YorkBritish Virgin Islands. The Selling Stockholder will notify Company agrees that the Managers prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of the appointment of a successor Authorized Agent prior its reasonable attorneys’ fees and expenses relating to such appointment taking effect. Service of process upon such Authorized Agent (action or any successor) and written notice of such service to proceeding and/or incurred in connection with the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderpreparation therefor.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to To the fullest extent it may effectively do sopermitted by applicable law, any objection which it may now or hereafter have to each of the laying of venue of any such proceeding Issuer and (iii) each Subsidiary Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes or the Note Guarantees, and irrevocably agrees that all claims in respect of such courts suit or proceeding may be determined in any such suitcourt. Each of the Issuer and each Subsidiary Guarantor, action to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints CT Corporation System (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such suit or proceeding. CT Corporation System hereby agrees to act as the Authorized Agent, as the case may be, for the Issuer and each Subsidiary Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Subsidiary Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Selling Stockholder Issuer and each Subsidiary Guarantor hereby irrevocably waives authorize and direct its Authorized Agent to accept such service. The Issuer and each Subsidiary Guarantor further agree that service of process upon its Authorized Agent and written notice of such service to the Issuer and each Subsidiary Guarantor, as the case may be, as set forth above shall be deemed in every respect effective service of process upon the Issuer or each Subsidiary Guarantor, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and each Subsidiary Guarantor agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and each Subsidiary Guarantor hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityincluding, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement Indenture, the Notes or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandshereby. The Selling Stockholder has appointed Corporation Service Companyprovisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Subsidiary Guarantors, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to Trustee and the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment introduction of a successor Authorized Agent prior true copy of this Indenture into evidence shall be conclusive and final evidence as to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholdermatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Selling Shareholder hereby irrevocably submits to the exclusive jurisdiction of the parties hereto irrevocably U.S. Federal and state courts in the Borough of Manhattan in The City of New York (ieach, a “New York Court”) agrees that in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or the any transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do so, hereby. The Selling Shareholder irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action suit or proceeding against it arising out of or based on relating to this Agreement Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or the any transactions contemplated hereby which is instituted in a New York Court, and irrevocably and unconditionally waives and agrees not to plead or claim in any New York such court that any such suit or proceeding in any competent such court has been brought in The Netherlandsan inconvenient forum. The Selling Stockholder has appointed Corporation Service CompanyShareholder irrevocably appoints RBS CBFM North America Corp., Albanylocated at 000 Xxxxxxx Xxxxxx, New YorkXxx Xxxx, XX 00000, as its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon whom which process may be served in any such action arising out of suit or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionproceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants agrees that the Authorized Agent has agreed to act as such agent for service of process and agrees to take in any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process manner permitted by applicable law upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder agent shall be deemed, deemed in every respect, respect effective service of process upon the Selling StockholderShareholder in any such suit or proceeding. The Selling Shareholder further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Agreement. The Company and the Selling Shareholder and each Underwriter irrevocably waive, to the fullest extent permitted by law, any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each To the fullest extent permitted by applicable law, each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture and the Notes and irrevocably agrees that all claims in respect of such courts suit or proceeding may be determined in any such suitcourt. The Issuer and each Guarantor, action to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding, and irrevocably and fully waives any right to trial by jury, and each of the Issuer and each Guarantor (other than any Guarantor incorporated in the State of New York) shall irrevocably designate and appoint Virgin Media (the “Registered Agent”) (whose registered office as of the date hereof is Virgin Media Inc. 00000 Xxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000, XXX), as its registered agent upon whom process may be served in any such suit or proceeding. This designation shall remain in place unless it is substituted by the Issuer with written notice to all parties hereto. Each of the Issuer and each Guarantor (other than any Guarantor incorporated in the State of New York) will notify the Registered Agent of such designation and appointment and that the Registered Agent has accepted the same in writing. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Selling Stockholder Issuer and each Guarantor (other than any Guarantor incorporated in the State of New York) will further agree that service of process upon its Registered Agent and written notice of said service to the Issuer or such Guarantor mailed by first class mail or delivered to its Registered Agent shall be deemed in every respect effective service of process upon the Issuer and such Guarantor in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and each Guarantor agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and each Guarantor hereby irrevocably waives waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityincluding, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement Indenture, the Notes or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandshereby. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (provisions of this Section 13.09 are intended to be effective upon the “Authorized Agent”) upon whom process may be served in execution of this Indenture and the Notes without any such further action arising out of or based on this Agreement by the Issuer or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to Trustee and the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment introduction of a successor Authorized Agent prior true copy of this Indenture into evidence shall be conclusive and final evidence as to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholdermatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company hereby irrevocably submits to the non–exclusive jurisdiction of the parties hereto irrevocably U.S. Federal and state courts in the Borough of Manhattan in The City of New York (ieach, a “New York Court”) agrees that in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the offering of the Securities or the any transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do so, hereby. The Company irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action suit or proceeding against it arising out of or based on relating to this Agreement Agreement, the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the offering of the Securities or the any transactions contemplated hereby which is instituted in a New York Court, and irrevocably and unconditionally waives and agrees not to plead or claim in any New York such court that any such suit or proceeding in any competent such court has been brought in The Netherlandsan inconvenient forum. The Selling Stockholder has appointed Corporation Service CompanyCompany irrevocably appoints DiaMedica USA Inc., Albanylocated at 0 Xxxxxxx Xxxxxxx, New YorkSuite 260, Minneapolis, Minnesota, USA 55447, Attention: Chief Financial Officer, as its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon whom which process may be served in any such action arising out of suit or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionproceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants agree that the Authorized Agent has agreed to act as such agent for service of process and in any manner permitted by applicable law upon such agent, shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect as aforesaid, unless and until for a successor has been appointed as period of seven years from the Authorized Agent in the State date of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderthis Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (aeach, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby. Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do so, and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding and in any such court has been brought in an inconvenient forum. To the extent that each of the parties hereto has or hereafter may acquire any immunity (iiion the grounds of sovereignty or otherwise) submits from the jurisdiction of any court or from any legal process with respect to itself or its property, such party irrevocably waives, to the non-exclusive jurisdiction fullest extent permitted by law, such immunity in respect of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New YorkCompany appoints Cogency Global Inc., as its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon whom which process may be served in any such action arising out of suit or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionproceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants agrees that the Authorized Agent has agreed to act as such agent for service of process and in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. Each of the parties hereto further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect as aforesaidfor a period of seven years from the date of this Agreement. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemedTO THE FULLEST EXTENT PERMITTED BY LAW, in every respect, effective service of process upon the Selling StockholderANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company hereby irrevocably submits to the exclusive jurisdiction of the parties hereto irrevocably U.S. federal and state courts in the Borough of Manhattan in The City of New York (ieach, a “New York Court”) agrees that in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Offered Securities or the any transactions contemplated hereby may be instituted in any Federal court located in hereby. The Company and each of the State of New York, (ii) waives, to the fullest extent it may effectively do so, Company’s Controlled Entities irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Offered Securities or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding and in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (iiion the grounds of sovereignty or otherwise) submits from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the non-exclusive jurisdiction fullest extent permitted by law, such immunity in respect of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New Yorkappoints [ ], as its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon whom which process may be served in any such suit, proceeding or other action arising out of of, or based on relating in any way to this Agreement or shall be brought and enforced in instituted by the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent controlling an Underwriter as to the jurisdiction of which such Underwriter or any such court controlling person is a party and based upon this Agreement, or in respect of any such actionother action against the Company, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants agree that the Authorized Agent has agreed to act as such agent for service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. The Company and the Underwriters agree that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or proceeding arising out of the sale of the Offered Securities or this Agreement rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Company, the Underwriters or any person controlling an Underwriter to serve any process or notice of motion or other application in any other manner permitted by law or limit or affect the right of the Company, the Underwriters or any person controlling an Underwriter to bring any action or proceeding against the other party or any of its properties in the courts of any other jurisdiction. The Company further agrees to take any and all action, including the execution and filing of any all such instruments and all documents and instrumentsdocuments, that as may be necessary to continue such appointment designations and appointments or such substitute designations and appointments in full force and effect as aforesaideffect. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, unless and until a successor has been appointed as the Authorized Agent in the State of New YorkTO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. The Selling Stockholder will notify Company and the Managers Underwriter agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of the appointment of a successor Authorized Agent prior its reasonable attorney’s fees and expenses relating to such appointment taking effect. Service of process upon such Authorized Agent (action or any successor) and written notice of such service to proceeding and/or incurred in connection with the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderpreparation therefor.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each In further consideration of the parties hereto agreement of the Trustee herein contained, the Company agrees and covenants as follows: The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder Company brought by any Underwriter or by any person who controls any Underwriter the Trustee arising out of or based upon this Agreement Indenture or the transactions contemplated hereby may be instituted in any United States Federal or state court located in the State Borough of Manhattan, The City of New York, State of New York (ii) waivesa "New York Court"), to the fullest extent it may effectively do so, and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement Indenture or the transactions contemplated hereby which is instituted in any New York court Court or in any foreign court. To the extent permitted by law, the Company hereby waives any objection to the enforcement by any competent foreign court of any judgment validly obtained in The Netherlandsany such proceeding. The Selling Stockholder has appointed Company designates and appoints CT Corporation Service Company, Albany, System in New York, New York as its authorized agent (the “"Authorized Agent”") upon whom which process may be served in any such action arising out of or based on this Agreement Indenture or the transactions contemplated hereby which may be instituted in any New York court Court by any Underwriter or by any person who controls any Underwriterthe Trustee, expressly consent consents to the non-exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder Company represents and warrants that the its Authorized Agent has agreed to act as such said agent for service of process and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such the Authorized Agent (or any successor) and written notice of such service of process to the Selling Stockholder it shall be deemed, in every respect, effective service of process upon the Selling StockholderCompany. Notwithstanding the foregoing, any action based on this Indenture or the transactions contemplated hereby may be instituted by the Trustee in any competent foreign court. The provisions of this Section 14.13 shall survive any termination of this Indenture, in whole or in part.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company hereby irrevocably submits to the non-exclusive jurisdiction of the parties hereto irrevocably U.S. Federal and state courts in the Borough of Manhattan in The City of New York (ieach, a “New York Court”) agrees that in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the Offered Securities or the any transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do so, hereby. The Company irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the Offered Securities or any transactions contemplated hereby in a New York Court, and (iii) submits irrevocably and unconditionally waives and agrees not to the non-exclusive jurisdiction of such courts plead or claim in any such suitcourt that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, action the Company irrevocably and unconditionally waives, to the fullest extent permitted by law, such immunity in respect of any such suit or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityCompany appoints C T Corporation System, immunity to pre-judgment attachmentlocated at 000 0xx Xxxxxx, post-judgment attachment and execution) in any legal suitXxx Xxxx, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New YorkXxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon whom which process may be served in any such action arising out of suit or based on this Agreement or proceeding (which appointment shall not be revoked by the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionCompany), and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants agrees that the Authorized Agent has agreed to act as such agent for service of process and in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect as aforesaid, unless and until for a successor has been appointed as period of seven years from the Authorized Agent in the State date of New Yorkthis Agreement. The Selling Stockholder will notify the Managers Each of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) Company and written notice of such service the Underwriters irrevocably waive, to the Selling Stockholder shall be deemedfullest extent permitted by law, any and all rights to trial by jury in every respectany legal proceeding arising out of or relating to this Agreement, effective service of process upon the Selling StockholderDeposit Agreement or the transactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto Company and the Selling Shareholder hereby irrevocably submits to the exclusive jurisdiction of the U.S. Federal and state courts in the Borough of Manhattan in The City of New York (ieach, a “New York Court”) agrees that in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or the any transactions contemplated hereby may be instituted in any Federal court located in hereby. Each of the State of New York, (ii) waives, to Company and the fullest extent it may effectively do so, Selling Shareholder irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action suit or proceeding against it arising out of or based on relating to this Agreement Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or the any transactions contemplated hereby which is instituted in a New York Court, and irrevocably and unconditionally waives and agrees not to plead or claim in any New York such court that any such suit or proceeding in any competent such court has been brought in The Netherlandsan inconvenient forum. The Each of the Company and the Selling Stockholder has appointed Shareholder irrevocably appoints CSC Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon whom which process may be served in any such suit or proceeding, and agrees that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder, as the case may be, in any such suit or proceeding. Each of the Company and the Selling Shareholder further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Agreement. The Company and the Selling Shareholder and each Underwriter irrevocably waives, to the fullest extent permitted by law, any and all rights to trial by jury in any legal proceeding arising out of or based on relating to this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderhereby.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company hereby irrevocably submits to the exclusive jurisdiction of the parties hereto irrevocably U.S. federal and state courts in the Borough of Manhattan in The City of New York (ieach, a “New York Court”) agrees that in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the ADSs or the any transactions contemplated hereby may be instituted in any Federal court located in hereby. The Company and each of the State of New York, (ii) waives, to the fullest extent it may effectively do so, Company’s Subsidiaries irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the ADSs or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding and in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (iiion the grounds of sovereignty or otherwise) submits from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the non-exclusive jurisdiction fullest extent permitted by law, such immunity in respect of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, appoints Cogency Global Inc. as its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon whom which process may be served in any such action arising out of suit or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionproceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants agree that the Authorized Agent has agreed to act as such agent for service of process and in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect as aforesaidfor a period of seven years from the date of this Agreement. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemedTO THE FULLEST EXTENT PERMITTED BY LAW, in every respect, effective service of process upon the Selling StockholderANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to Waiver. To the fullest extent it may effectively do sopermitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) Company ------ irrevocably submits to the non-exclusive jurisdiction of any federal or state court in the Borough of Manhattan in The City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising under this Indenture and the Notes, and irrevocably agrees that all claims in respect of such courts suit or proceeding may be determined in any such suitcourt. The Company, action to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints Corporation Services Company (the "Authorized Agent"), for a period of ---------------- ten years from the date hereof or until such time as no Notes are outstanding, as its authorized agent upon whom process may be served in any such suit or proceeding. The Selling Stockholder Company represents that it has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same in writing. The Company hereby irrevocably waives authorizes and directs its Authorized Agent to accept such service. The Company further agrees that service of process upon its Authorized Agent and written notice of said service to the Company mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Company agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Notwithstanding the foregoing, any action against the Company arising out of or based on this Indenture, the Notes or the transactions contemplated hereby may also be instituted in any competent court in Germany, and the Company expressly accepts the jurisdiction of any such court in any such action. The Company hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityincluding, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement Indenture, the Notes or the transactions contemplated hereby which is instituted hereby. To the extent permitted by applicable law, the Company and the Trustee each waive any right to have a jury participate in resolving any New York dispute, whether sounding in contract, tort, or otherwise arising out of, connected with, related to or incidental to the relationship established between them in connection with this agreement. Instead, any disputes resolved in court or will be resolved in any competent court in The Netherlandsa bench trial without a jury. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (provisions of this Section 12.9 are intended to be effective upon the “Authorized Agent”) upon whom process may be served in execution of this Indenture and the Notes without any such further action arising out of or based on this Agreement by the Company or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to Trustee and the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment introduction of a successor Authorized Agent prior true copy of this Indenture into evidence shall be conclusive and final evidence as to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholdermatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto Sellers hereby irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the ADSs or any transactions contemplated hereby. Each of the Sellers irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the ADSs or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that any of the Sellers has acquired or hereafter acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each Seller irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. The Selling Stockholder Each of the Sellers irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, appoints Cogency Global Inc. as its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon whom which process may be served in any such action suit or proceeding arising out of or based on relating to this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionAgreement, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants agrees that the Authorized Agent has agreed to act as such agent for service of process and in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon such Seller, as the case may be, in any such suit or proceeding. Each of the Sellers further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect as aforesaid, unless and until for a successor has been appointed as period of seven years from the Authorized Agent in the State date of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderthis Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to To the fullest extent it may effectively do sopermitted by applicable law, any objection which it may now or hereafter have to each of the laying Issuer and Subsidiary Guarantors not organized under the laws of venue the United States of any such proceeding and (iii) America, if any, irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes and the Subsidiary Guarantees, if applicable, and irrevocably agrees that all claims in respect of such courts suit or proceeding may be determined in any such suitcourt. Each of the Issuer and each such Subsidiary Guarantor, action to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and each of the Issuer and each such Subsidiary Guarantor acknowledges that it has, by separate written instrument, (i) irrevocably designated and appointed CT Corporation System (the “Authorized Agent”) (and any successor entity) as its authorized agent upon whom process may be served in any such suit or proceeding, (ii) irrevocably authorized and directed the Authorized Agent to accept such service and (iii) agreed that service of process upon the Authorized Agent and written notice of said service to it mailed by first class mail or delivered to the Authorized Agent shall be deemed in every respect effective service of process upon them in any such suit or proceeding. The Selling Stockholder If the Authorized Agent ceases to exist, the Issuer and each such Subsidiary Guarantor agree (i) to irrevocably waives designate and appoint such other U.S. process agent (the “Replacement Agent”) as its authorized agent upon whom process may be served in any such suit or proceeding, (ii) to irrevocably authorized and direct the Replacement Agent to accept such service and (iii) that service of process upon the Replacement Agent and written notice of said service to it mailed by first class mail or delivered to the Replacement Agent shall be deemed in every respect effective service of process upon them in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. Each of the Issuer and each such Subsidiary Guarantor agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Each of the Issuer and each such Subsidiary Guarantor hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityincluding, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement Indenture, the Notes or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandshereby. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (provisions of this Section 12.09 are intended to be effective upon the “Authorized Agent”) upon whom process may be served in execution of this Indenture and the Notes without any such further action arising out of by the Issuer or based on this Agreement any Guarantor or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to Trustee and the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment introduction of a successor Authorized Agent prior true copy of this Indenture into evidence shall be conclusive and final evidence as to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholdermatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each In further consideration of the parties hereto agreement of the Underwriters herein contained, the Company irrevocably (i) agrees and covenants that any legal suit, action or proceeding against the Selling Stockholder Company brought by any Underwriter or by any person who controls any such Underwriter within the meaning of either Section 15 of the Securities Act of Section 20 of the Exchange Act (a "CONTROL PERSON") arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New YorkYork Court, (ii) waives, to the fullest extent it may effectively do so, and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, irrevocably waives any objection based on the absence of a necessary or indispensable party in any such proceeding and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court Court, or in any Bermuda court. To the extent permitted by law, Company hereby waives any objection to the enforcement by any competent foreign court of any judgment validly obtained in any such proceeding. The Company designates and appoints CT Corporation System in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, AlbanyCity of New York at 111 Eighth Avenue, New York, NY 10011, as its respective authorized agent agenx (the “Authorized Agent”xxx "XXXXXXXXXX Xxxxx") upon whom xxxx xxxxx process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court Court by any Underwriter or by any person who controls any UnderwriterControl Person, expressly consent consents to the non-exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointments shall be irrevocable. The Selling Stockholder Company represents and warrants that the Authorized Agent has agreed to act as such said agent for service of process and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such the Company's Authorized Agent (or any successor) and written notice of such service of process to the Selling Stockholder it shall be deemed, in every respect, effective service of process upon the Selling StockholderCompany. Notwithstanding the foregoing, any action based on this Agreement or the transactions contemplated hereby may be instituted by any Underwriter or any Control Person in any competent foreign court.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company irrevocably submits to the nonexclusive jurisdiction of the parties hereto irrevocably (i) agrees that any legal New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the transactions contemplated hereby may be instituted in any Federal court located in offering of the State of New York, (ii) Securities. The Company irrevocably waives, to the fullest extent it may effectively do sopermitted by law, any objection which it that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and (iii) submits any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the non-exclusive jurisdiction Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company hereby irrevocably appoints EG&S, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000, as its agent for service of such courts process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceedingproceeding may be made upon it at the office of such agent. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityCompany waives, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionfullest extent permitted by law, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder Company represents and warrants that the Authorized Agent such agent has agreed to act as such its agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaideffect. Notwithstanding the foregoing, unless and until a successor has been appointed as any action based on this Agreement may be instituted by the Authorized Agent Underwriters in the State of New Yorkany competent court in Delaware. The Selling Stockholder will notify Company agrees that the Managers prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of the appointment of a successor Authorized Agent prior its reasonable attorneys’ fees and expenses relating to such appointment taking effect. Service of process upon such Authorized Agent (action or any successor) and written notice of such service to proceeding and/or incurred in connection with the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderpreparation therefor.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each In further consideration of the parties hereto agreement of the Underwriters herein contained, the Company irrevocably (i) agrees and covenants that any legal suit, action or proceeding against the Selling Stockholder Company brought by any Underwriter or by any person who controls any such Underwriter within the meaning of either Section 15 of the Securities Act of Section 20 of the Exchange Act (a "CONTROL PERSON") arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New YorkYork Court, (ii) waives, to the fullest extent it may effectively do so, and -26- irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, irrevocably waives any objection based on the absence of a necessary or indispensable party in any such proceeding and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court Court, or in any Bermuda court. To the extent permitted by law, Company hereby waives any objection to the enforcement by any competent foreign court of any judgment validly obtained in any such proceeding. The Company designates and appoints CT Corporation System in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, AlbanyCity of New York at 111 Eighth Avenue, New York, NY 10011, as its respective authorized agent agxxx (the “Authorized Agent”xxx "XXXXXXXXXX XXXXX") upon whom xxxx xxxch process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court Court by any Underwriter or by any person who controls any UnderwriterControl Person, expressly consent consents to the non-exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointments shall be irrevocable. The Selling Stockholder Company represents and warrants that the Authorized Agent has agreed to act as such said agent for service of process and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such the Company's Authorized Agent (or any successor) and written notice of such service of process to the Selling Stockholder it shall be deemed, in every respect, effective service of process upon the Selling StockholderCompany. Notwithstanding the foregoing, any action based on this Agreement or the transactions contemplated hereby may be instituted by any Underwriter or any Control Person in any competent foreign court.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any the Underwriter or by any person who controls any the Underwriter arising out of or based upon relating to this Agreement or the transactions contemplated hereby may be instituted in any Federal federal or state court located in the Borough of Manhattan, The City of New York, the State of New York, (ii) York and irrevocably waives, to the fullest extent it may effectively do sopermitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and (iii) any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such courts court in any such suit, action or proceeding. The Selling Stockholder irrevocably waives To the extent that the Company has or hereafter may acquire any immunity to (on the grounds of sovereignty or otherwise) from the jurisdiction to which it may otherwise be entitled of any court or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in from any legal process with respect to itself or its property in respect of its obligations under this Agreement, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandsproceeding. The Selling Stockholder has appointed Corporation Service Company (a) irrevocably designates and appoints its Chief Financial Officer from time to time located at its principal executive offices at 00 Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000 (together with any successor, the “Company, Albany, New York’s Authorized Agent”), as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any such suit, action arising out or proceeding described in the first sentence of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such action, Section 10 and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Company’s Authorized Agent has agreed to act as accepted such agent for designation and (b) agrees that service of process upon the Company’s Authorized Agent and written notice of said service to the Company mailed or delivered to its Secretary at its registered office at 0 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of the Company’s Authorized Agent in full force and effect so long as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers any of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder Shares shall be deemed, in every respect, effective service of process upon the Selling Stockholderissued and outstanding.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company hereby irrevocably submits to the exclusive jurisdiction of the parties hereto irrevocably (i) agrees that New York Courts in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Offered Securities, or the any transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do so, hereby. The Company irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Offered Securities, or any transactions contemplated hereby in the New York Courts, and (iii) submits irrevocably and unconditionally waives, to the non-exclusive fullest extent permitted by law, and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such courts immunity in respect of any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) appoints Cogency Global Inc. as its respective authorized agent in any legal suit, action or proceeding against it arising out the Borough of or based on this Agreement or the transactions contemplated hereby which is instituted Manhattan in any The City of New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any such action arising out suit or proceeding, and agree that service of or based on this Agreement or the transactions contemplated hereby which may be instituted process in any New York court manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any Underwriter or manner permitted by any person who controls any Underwriterapplicable law upon the Company, expressly consent to as the jurisdiction of case may be, in any such court in respect of any such action, and waives any other requirements of suit or objections to personal jurisdiction with respect theretoproceeding. The Selling Stockholder Company represents and warrants that the Authorized Agent such agent has agreed to act as such the Company’s agent for service of process process, and further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect. It is understood that this Section 12 shall remain operative and in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State regardless of New York. The Selling Stockholder will notify the Managers any termination of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderthis Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to To the fullest extent it may effectively do sopermitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding Issuer and (iii) each Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of Nxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such courts suit or proceeding may be determined in any such suit, action or proceedingcourt. The Selling Stockholder Issuer and each Guarantor irrevocably waives consents to be served with notice and service of process by delivery or by registered mail with return receipt requested addressed to LBC Holdings LLC, c/o Corporation Trust Company, 1000 Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000, Xxxxxx Xxxxxx of America. The Issuer and each Guarantor further agrees that such service of process and written notice of such service to the Issuer in the circumstances described above shall be deemed in every respect effective service of process upon the Issuer and each Guarantor, as the case may be. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and each Guarantor agrees, to the fullest extent permitted by law, that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and each Guarantor hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityincluding, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement Indenture, the Notes or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandshereby. The Selling Stockholder has appointed Corporation Service Companyprovisions of this Section 12.17 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer or any Guarantor and, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionfullest extent permitted by law, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment introduction of a successor Authorized Agent prior true copy of this Indenture into evidence shall be conclusive and final evidence as to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholdermatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) The Company agrees that any legal suit, action or proceeding against the Selling Stockholder Company or brought by any Underwriter Underwriter, the affiliates, directors, officers, employees and agents of any Underwriter, or by any person who controls any Underwriter Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may Transaction will be instituted in any Federal court located in the Supreme Court of the State of New York sitting in New York County and the United States District Court of the Southern District of New York, (ii) waivesand any appellate court from any thereof, to the fullest extent it may effectively do so, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding proceeding, and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityBeginning on the Closing Date, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated Company hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed appoints CT Corporation Service Company, Albany, New York, System as its the authorized agent of the Company (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transactions contemplated hereby which Transaction that may be instituted in any the Supreme Court of the State of New York sitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, by any Underwriter Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly consent to accepts the exclusive jurisdiction of any such court in respect of any such actionsuit, and waives any other requirements of action or objections to personal jurisdiction with respect theretoproceeding. The Selling Stockholder Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as such said agent for service of process process, and the Company agrees to take any and all action, including the filing of any and all documents and instrumentsdocuments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such the Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling StockholderCompany. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in Luxembourg. The parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company and the Selling Shareholder hereby irrevocably submit to the exclusive jurisdiction of the parties hereto irrevocably U.S. federal and state courts in the Borough of Manhattan in The City of New York (ieach, a “New York Court”) agrees that in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or the any transactions contemplated hereby may be instituted in any Federal court located in hereby. The Company and each of the State of New York, (ii) waives, to Company’s Subsidiaries and the fullest extent it may effectively do so, Selling Shareholder irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding and in any such court has been brought in an inconvenient forum. To the extent that the Company or any Selling Shareholder has or hereafter may acquire any immunity (iiion the grounds of sovereignty or otherwise) submits from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company or the Selling Shareholder, as the case may be, irrevocably waives, to the non-exclusive jurisdiction fullest extent permitted by law, such immunity in respect of such courts in any such suit, action or proceeding. The Company and the Selling Stockholder Shareholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New Yorkappoint Cogency Global Inc., as its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon whom which process may be served in any such action arising out of suit or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionproceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants agree that the Authorized Agent has agreed to act as such agent for service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company and agrees the Selling Shareholder further agree to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect as aforesaid, unless and until for a successor has been appointed as period of seven years from the Authorized Agent in the State date of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderthis Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each To the fullest extent permitted by applicable law, the Company irrevocably submits to the jurisdiction of any federal or state court the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out Borough of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located Manhattan in the City, County and State of New York, United States of America, in any suit or proceeding based on or arising under this Agreement (ii) waivessolely in connection with any such suit or proceeding), and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company irrevocably and fully waives the defense of an inconvenient forum to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction maintenance of such courts suit or proceeding. The Company agrees that final judgment in any such suit, action or proceedingproceeding brought in such a court shall be conclusive and binding upon the Company and may be enforced in the courts of Canada (or any other courts to the jurisdiction of which the Company is subject) by a suit upon such judgment, provided that service of process is effected upon the Company in the manner specified herein. The Selling Stockholder Company hereby irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled designates and appoints CT Corporation System (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York"Process Agent"), as its the authorized agent (of the “Authorized Agent”) Company upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of CT Corporation System as such authorized agent shall become effective immediately without any further action arising out on the part of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent Company. The Company represents to the jurisdiction Initial Purchasers that it has notified the Process Agent of any such court designation and appointment and that the Process Agent has accepted the same in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect theretowriting. The Selling Stockholder represents Company hereby irrevocably authorizes and warrants that directs the Authorized Process Agent has agreed to act as accept such agent for service. The Company further agrees that, to the extent permitted by law, service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail at its address specified in Section 12 of this Agreement, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Nothing herein shall affect the right of any Initial Purchaser or Affiliated Market Maker or any person controlling such Initial Purchaser or Affiliated Market Maker or any Indemnified Holder to serve process in any other manner permitted by law. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effect as aforesaid, unless and until a successor has been appointed so long as the Authorized Agent Company has any outstanding obligations under this Agreement. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the State Company hereby irrevocably waives such immunity in respect of New Yorktheir obligations under this Agreement, to the extent permitted by law. The Selling Stockholder will notify the Managers provisions of the appointment this Section 10 shall survive any termination of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemedthis Agreement, in every respect, effective service of process upon the Selling Stockholderwhole or in part.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company and each Selling Shareholder irrevocably submits to the non-exclusive jurisdiction of the parties hereto irrevocably (i) agrees that any legal New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement or the transactions contemplated hereby may be instituted in any Federal court located in offering of the State of New York, (ii) Shares. The Company and each Selling Shareholder irrevocably waives, to the fullest extent it may effectively do sopermitted by law, any objection which it they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and (iii) submits to any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Company hereby irrevocably appoints Jxxxx Xxxxx, 400 X. Xxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx as its agent for service of process in any suit, action or proceeding described in the non-exclusive jurisdiction preceding paragraph and agrees that service of such courts process in any such suit, action or proceedingproceeding may be made upon it at the office of such agent. The Each Selling Stockholder Shareholder hereby irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) appoints the persons set forth below such Selling Shareholder’s name in Schedule IV hereto as its agent for service of process in any legal suit, action or proceeding against it arising out described in the preceding paragraph and agrees that service of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action arising out of or based on this Agreement or the transactions contemplated hereby which proceeding may be instituted in any New York court by any Underwriter or by any person who controls any Underwritermade upon it at the office of such agent. The Company and each Selling Shareholder waives, expressly consent to the jurisdiction of any such court in respect of any such actionfullest extent permitted by law, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company and each Selling Stockholder Shareholder represents and warrants that the Authorized Agent such agent has agreed to act as such its agent for service of process process, and the Company and each Selling Shareholder agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or Notwithstanding the foregoing, any successor) and written notice of such service to action based on this Agreement may be instituted by the Selling Stockholder shall be deemed, Underwriters in every respect, effective service of process upon the Selling Stockholderany competent court in The Nxxxxxxxxxx.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of In connection with the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement Indenture or the transactions contemplated hereby may be instituted in Notes or any Federal Guarantee, if any, the Company irrevocably consents to the jurisdiction of any court located in of the State of New York or any United States federal court sitting in the Borough of Manhattan, The City of New York, (ii) the State of New York and irrevocably waives, to the fullest extent it may effectively do sopermitted by law, any objection to any suit, action, or proceeding that may be brought which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and (iii) any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such courts court in any such suit, action or proceeding. The Selling Stockholder irrevocably waives In connection with any immunity Guarantee, the Company shall use reasonable efforts to cause the issuer of any Guarantee to submit to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or substantially the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandssame extent. The Selling Stockholder has appointed Company (i) irrevocably designates and appoints CT Corporation Service CompanySystem, Albany0000 Xxxxxxxx, New YorkXxx Xxxx, XX 00000 (together with any successor, the "Authorized Agent"), as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any such suit, action arising out or proceeding and (ii) agrees that service of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that process upon the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such said service to the Selling Stockholder Company (mailed or delivered to its General Counsel at its executive office at Xxxxxxxxxxxxxx 00, XX-0000, Xxxxxx, Xxxxxxxxxxx), shall be deemed, deemed in every respect, respect effective service of process upon the Selling Stockholder.Company in any such suit or proceeding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the Indenture or the Notes, to the extent permitted by law. THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto INSERT TAXPAYER IDENTIFICATION NO. ---------------------------------- -------------------------------------------------------------------------------- Please print or typewrite name and address including zip code of assignee -------------------------------------------------------------------------------- the within Note and all rights thereunder, hereby irrevocably constituting and appointing ______________________________________ attorney to transfer said Note on the books of the Company with full power of substitution in the premises. In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date the Shelf Registration Statement is declared effective or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that without utilizing any general solicitation or general advertising that: [CHECK ONE]

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company hereby irrevocably submits to the exclusive jurisdiction of the parties hereto irrevocably U.S. federal and state courts in the Borough of Manhattan in The City of New York (ieach, a “New York Court”) agrees that in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or the any transactions contemplated hereby may be instituted in any Federal court located in hereby. The Company and each of the State of New York, (ii) waives, to the fullest extent it may effectively do so, Company’s Subsidiaries and Affiliated Entities irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding and in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (iiion the grounds of sovereignty or otherwise) submits from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the non-exclusive jurisdiction fullest extent permitted by law, such immunity in respect of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New Yorkappoints Cogency Global Inc., as its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon whom which process may be served in any such action arising out of suit or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionproceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants agree that the Authorized Agent has agreed to act as such agent for service of process and in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect as aforesaid, unless and until for a successor has been appointed as period of seven years from the Authorized Agent in the State date of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderthis Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) The Company agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or Federal court located in the State The City of New York, (ii) waivesNew York, to the fullest extent it may effectively do so, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding proceeding, and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder Company has appointed Corporation Service CompanyNational Registered Agents, Albany, New York, Inc. as its authorized agent (the “"Authorized Agent”") upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transactions contemplated hereby herein which may be instituted in any State or Federal court in The City of New York court by any Underwriter or by any person who controls any UnderwriterYork, New York, and expressly consent to accepts the non-exclusive jurisdiction of any such court in respect of any such actionsuit, and waives any other requirements of action or objections to personal jurisdiction with respect theretoproceeding. The Selling Stockholder Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as such said agent for service of process process, and the Company and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, unless and until Schlumberger Limited By: /s/ Michel Soublin ------------------------- Name: Michel Soublin Title: Treasurer Accepted as of the date hereof: Citigroup Global Markets Inc. By: /s/ Xxxx-Xxxxxx Xxxxx ----------------------------- Name: Xxxx-Xxxxxx Xxxxx Title: Vice President Xxxxxxx, Xxxxx & Co. /s/ Xxxxxxx, Sachs & Co. ----------------------------- (Xxxxxxx, Xxxxx & Co.) Appendix A Schlumberger Limited INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT - IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: [DATE] The Depository Trust Company ("DTC") has identified you as a successor has been appointed as DTC Participant through which beneficial interests in either the Authorized Agent 1.500% Series A Convertible Debentures due June 1, 2023 or the 2.125% Series B Convertible Debentures due June 1, 2023 (collectively, the "Securities") of Schlumberger Limited (the "Company") are held. The Company is in the State process of New Yorkregistering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. The In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Stockholder will notify the Managers Securityholder Questionnaire. It is important that beneficial owners of the appointment Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline for response]. Please forward a successor Authorized Agent prior copy of the enclosed documents to such appointment taking effecteach beneficial owner that holds interests in the Securities through you. Service If you require more copies of process the enclosed materials or have any questions pertaining to this matter, please contact [Name, address and telephone number of contact at the Issuer]. Schlumberger Limited Notice of Registration Statement and Selling Securityholder Questionnaire [Date] Schlumberger Limited (the "Company") has filed with the United States Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the United States Securities Act of 1933, as amended (the "Securities Act"), of the Company's 1.500% Series A Convertible Debentures due June 1, 2023 (the "Series A Debentures") and 2.125% Series B Convertible Debentures due June 1, 2023 (the "Series B Debentures" and, together with the Series A Debentures, the "Securities") and the shares of common stock, par value $.01 per share (the "Common Stock"), issuable upon such Authorized Agent conversion thereof, in accordance with the Registration Rights Agreement, dated as of June 9, 2003 (the "Registration Rights Agreement"), between the Company and the purchasers named therein. A copy of the Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to have Registrable Securities included in the Shelf Registration Statement (or any successora supplement or amendment thereto), this Notice of Registration Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire") must be completed, executed and written notice of such service delivered to the Selling Stockholder shall Company at the address set forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be deemednamed as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in every respect, effective service of process upon the Selling StockholderShelf Registration Statement and related Prospectus.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company hereby irrevocably submits to the exclusive jurisdiction of the parties hereto irrevocably (i) agrees that New York Courts in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Offered Securities, or the any transactions contemplated hereby may be instituted in any Federal court located in hereby. The Company and each of the State of New York, (ii) waives, to the fullest extent it may effectively do so, Company’s Subsidiaries and Consolidated Affiliated Entities irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Offered Securities, or any transactions contemplated hereby in the New York Courts, and (iii) submits irrevocably and unconditionally waives, to the non-exclusive fullest extent permitted by law, and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such courts immunity in respect of any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityappoints Agora Lab, immunity to pre-judgment attachmentInc., post-judgment attachment and execution) in any legal suitwith offices at 0000 Xxxxxxx Xxxxxxx Xxxx, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service CompanyXxxxx 000, AlbanyXxxxx Xxxxx, New YorkXxxxxxxxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any such action arising out suit or proceeding, and agree that service of or based on this Agreement or the transactions contemplated hereby which may be instituted process in any New York court manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any Underwriter or manner permitted by any person who controls any Underwriterapplicable law upon the Company, expressly consent to as the jurisdiction of case may be, in any such court in respect of any such action, and waives any other requirements of suit or objections to personal jurisdiction with respect theretoproceeding. The Selling Stockholder Company represents and warrants that the Authorized Agent such agent has agreed to act as such the Company’s agent for service of process process, and further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholder.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company hereby irrevocably submits to the exclusive jurisdiction of the parties hereto irrevocably U.S. federal and state courts in the Borough of Manhattan in The City of New York (ieach, a “New York Court”) agrees that in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the ADSs or the any transactions contemplated hereby may be instituted in any Federal court located in hereby. The Company and each of the State of New York, (ii) waives, to the fullest extent it may effectively do so, Company’s Subsidiaries and Affiliated Entities irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the ADSs or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding and in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (iiion the grounds of sovereignty or otherwise) submits from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the non-exclusive jurisdiction fullest extent permitted by law, such immunity in respect of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New Yorkappoints Cogency Global Inc., as its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon whom which process may be served in any such action arising out of suit or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionproceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants agree that the Authorized Agent has agreed to act as such agent for service of process and in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect as aforesaidfor a period of seven years from the date of this Agreement. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemedTO THE FULLEST EXTENT PERMITTED BY LAW, in every respect, effective service of process upon the Selling StockholderANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to To the fullest extent it may effectively do sopermitted by applicable law, any objection which it may now or hereafter have to each of the laying of venue of any such proceeding Company and (iii) the Additional Guarantors irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising out of or under or in connection with this First Supplemental Indenture, the Notes or the Additional Guarantees, and irrevocably agrees that all claims in respect of such courts suit or proceeding may be determined in any such suitcourt. Each of the Company and the Additional Guarantors, action to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints the Corporation Service Company (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such suit or proceeding. The Selling Stockholder Company and the Additional Guarantors hereby irrevocably waives authorize and direct their Authorized Agent to accept such service. The Company and the Additional Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Company and the Additional Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Company or the Additional Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Company and the Additional Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Company and the Additional Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityincluding, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement Indenture, the Notes or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandshereby. The Selling Stockholder has appointed Corporation Service provisions of this Section 7 are intended to be effective upon the execution of this First Supplemental Indenture without any further action by the Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement Additional Guarantors or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to Trustee and the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment introduction of a successor Authorized Agent prior true copy of this First Supplemental Indenture into evidence shall be conclusive and final evidence as to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholdermatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company hereby irrevocably submits to the exclusive jurisdiction of the parties hereto irrevocably (i) agrees that New York Courts in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Offered Securities, or the any transactions contemplated hereby may be instituted in any Federal court located in hereby. The Company and each of the State of New York, (ii) waives, to the fullest extent it may effectively do so, Company’s Subsidiaries and Consolidated Affiliated Entities irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action suit or proceeding against it arising out of or based on relating to this Agreement Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Offered Securities, or the any transactions contemplated hereby which is instituted in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Cogency Global Inc. as its respective authorized agent in the Borough of Manhattan in The City of New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any such action arising out of suit or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionproceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants agree that the Authorized Agent has agreed to act as such agent for service of process and in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect as aforesaid, unless and until for a successor has been appointed as period of seven years from the Authorized Agent in the State date of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderthis Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each In further consideration of the parties hereto agreement of the Trustee herein contained, the Company agrees and covenants as follows: The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder Company brought by any Underwriter or by any person who controls any Underwriter the Trustee arising out of or based upon this Agreement Indenture or the transactions contemplated hereby may be instituted in any United States Federal or New York State court located in the State Borough of Manhattan, The City of New York, State of New York (ii) waivesa “New York Court”), to the fullest extent it may effectively do so, and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, irrevocably waives any objection based on the absence of a necessary or indispensable party in any such proceeding and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement Indenture or the transactions contemplated hereby which is instituted in any New York court Court or in any foreign court. To the extent permitted by law, the Company hereby waives any objection to the enforcement by any competent foreign court of any judgment validly obtained in The Netherlandsany such proceeding. The Selling Stockholder has appointed Company designates and appoints CT Corporation Service Company, Albany, System in New York, New York as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any such action arising out of or based on this Agreement Indenture or the transactions contemplated hereby which may be instituted in any New York court Court by any Underwriter or by any person who controls any Underwriterthe Trustee, expressly consent consents to the non-exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointments shall be irrevocable. The Selling Stockholder Company represents and warrants that the its Authorized Agent has agreed to act as such said agent for service of process and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such the Authorized Agent (or any successor) and written notice of such service of process to the Selling Stockholder it shall be deemed, in every respect, effective service of process upon the Selling StockholderCompany. Notwithstanding the foregoing, any action based on this Indenture or the transactions contemplated hereby may be instituted by the Trustee in any competent foreign court. The provisions of this Section 14.13 shall survive any termination of this Indenture, in whole or in part.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) The Company agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal state or federal court located in the State The City of New York, (ii) waivesNew York, to the fullest extent it may effectively do so, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding proceeding, and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to preCompany expressly accepts the non-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the exclusive jurisdiction of any such court in respect of any such actionsuit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Immunomedics, Inc. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Title: Accepted as of the date hereof: Bear, Xxxxxxx & Co. Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Managing Director Appendix A IMMUNOMEDICS, INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE 3.25% Convertible Senior Notes due 2006 Notice Immunomedics, Inc. (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s Convertible Senior Notes due 2006 (the “Notes”), and waives any other requirements common stock, par value $0.01 per share, issuable upon conversion thereof (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of January , 2004 (the “Registration Rights Agreement”) between the Company and Bear, Xxxxxxx & Co. Inc. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing otherwise dispose of any and all documents and instrumentsTransfer Restricted Securities pursuant to the Shelf Registration Statement, that may a beneficial owner of Transfer Restricted Securities generally will be necessary required to continue such appointment in full force and effect be named as aforesaid, unless and until a successor has been appointed as the Authorized Agent Selling Securityholder in the State related Prospectus, deliver a Prospectus to purchasers of New York. The Selling Stockholder will notify the Managers Transfer Restricted Securities, be subject to certain civil liability provisions of the appointment Securities Act and be bound by those provisions of a successor Authorized Agent the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Election and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to such appointment taking effector on the 20th calendar day from the receipt hereof (the “Election and Questionnaire Deadline”). Service of process upon such Authorized Agent (or any successor) Beneficial Owners that do not complete and written notice of such service return this Election and Questionnaire prior to the Election and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Stockholder shall Securityholders in the Shelf Registration Statement and, therefore, will not be deemedpermitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in every respect, effective service of process upon the Selling StockholderShelf Registration Statement and the related Prospectus.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each In further consideration of the parties hereto agreement of the Underwriters herein contained, the Company irrevocably (i) agrees and covenants that any legal suit, action or proceeding against the Selling Stockholder Company brought by any Underwriter or by any person who controls any such Underwriter within the meaning of either Section 15 of the Securities Act of Section 20 of the Exchange Act (a "CONTROL PERSON") arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New YorkYork Court, (ii) waives, to the fullest extent it may effectively do so, and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, irrevocably waives any objection based on the absence of a necessary or indispensable party in any such proceeding and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court Court, or in any Bermuda court. To the extent permitted by law, Company hereby waives any objection to the enforcement by any competent foreign court of any judgment validly obtained in any such proceeding. The Company designates and appoints CT Corporation System in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, AlbanyCity of New York at 111 Eighth Avenue, New York, NY 10011, as its respective authorized agent agxxx (the “Authorized Agent”xxx "XXXXXXXXXX XXXXX") upon whom xxxx xxxch process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court Court by any Underwriter or by any person who controls any UnderwriterControl Person, expressly consent consents to the non-exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointments shall be irrevocable. The Selling Stockholder Company represents and warrants that the Authorized Agent has agreed to act as such said agent for service of process and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such the Company's Authorized Agent (or any successor) and written notice of such service of process to the Selling Stockholder it shall be deemed, in every respect, effective service of process upon the Selling StockholderCompany. Notwithstanding the foregoing, any action based on this Agreement or the transactions contemplated hereby may be instituted by any Underwriter or any Control Person in any competent foreign court.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) The Company agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal state or federal court located in the State The City of New York, (ii) waivesNew York, to the fullest extent it may effectively do so, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding proceeding, and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to preCompany expressly accepts the non-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the exclusive jurisdiction of any such court in respect of any such actionsuit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Cell Therapeutics, Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx, M.D. Title: President & Chief Executive Officer Accepted as of the date hereof: [INVESTOR] By: /s/ [Investor Representative] Name: Title: APPENDIX A CELL THERAPEUTICS, INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE 7.5% CONVERTIBLE SENIOR NOTES DUE 2011 NOTICE Cell Therapeutics, Inc. (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 7.5% Convertible Senior Notes due 2011 (CUSIP No. 150934 AJ6) (the “Notes”), and waives common stock, no par value (the “Common Stock”), issuable upon conversion of the Notes (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of April 27, 2006 (the “Registration Rights Agreement”), between the Company and the investors signatory thereto. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. ELECTION The undersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item III (unless otherwise specified under Item III). The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Company, the Initial Purchaser, any underwriter, each other Holder, their respective officers, directors, partners, employees, representatives and agents, and each person, if any, who controls the Company, the Initial Purchaser, any underwriter and any other requirements Holder within the meaning of either Section 15 of the Securities Act or objections to personal jurisdiction Section 20 of the Exchange Act, from and against certain losses arising in connection with respect theretostatements concerning the Selling Securityholder made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire. The Selling Stockholder Securityholder hereby provides the following information and represents and warrants that the Authorized Agent has agreed to act as such agent for service of process information is accurate and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholder.complete: QUESTIONNAIRE

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto The Sellers irrevocably (i) agrees agree that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement or the transactions contemplated hereby may be instituted in any Federal federal or state court located in the Borough of Manhattan, The City of New York, the State of New York, (ii) waivesYork and irrevocably waive, to the fullest extent it may effectively do sopermitted by law, any objection which it they may now or hereafter have to the laying of the venue of any such suit, action or proceeding and (iii) submits any claim of inconvenient forum, and irrevocably submit to the non-exclusive jurisdiction of any such courts court in any such suit, action or proceeding. The Selling Stockholder irrevocably waives To the extent that the Sellers have or hereafter may acquire any immunity to (on the grounds of sovereignty or otherwise) from the jurisdiction to which it may otherwise be entitled of any court or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in from any legal process with respect to themselves or their property in respect of their obligations under this Agreement, the Sellers irrevocably waive, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandsproceeding. The Selling Stockholder has appointed Corporation Service CompanyCompany (i) irrevocably designates and appoints its principal executive offices at 00 Xxxx Xxxxxx, AlbanyXxxxx Xxxxxx, New YorkXxx Xxxx 00000 (together with any successor, the "COMPANY'S AUTHORIZED AGENT"), as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any suit, action or proceeding described in the first sentence of this Section 11 and represents and warrants that the Company's Authorized Agent has accepted such action arising out designation and (ii) agrees that service of process upon the Company's Authorized Agent and written notice of said service to the Company mailed or based on this Agreement delivered to its Chief Financial Officer at its registered office at 0 Xxxxxx Xxxxxx, Xxxxxxxx, Bermuda, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the transactions contemplated hereby which execution and filing of any and all such documents and instruments, as may be instituted necessary to continue such designation and appointment of the Company's Authorized Agent in full force and effect so long as any of the Shares shall be outstanding. The Selling Shareholders (i) irrevocably designate and appoint the Company's principal executive offices at 00 Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000 (together with any successor, the "SELLING SHAREHOLDERS' AUTHORIZED AGENT"), as their authorized agent upon which process may be served in any New York court by suit, action or proceeding described in the first sentence of this Section 11 and represent and warrant that the Selling Shareholders' Authorized Agent has accepted such designation and (ii) agree that service of process upon the Selling Shareholders' Authorized Agent shall be deemed in every respect effective service of process upon the Selling Shareholders in any Underwriter such suit or by any person who controls any Underwriterproceeding. The Selling Shareholders waive, expressly consent to the jurisdiction of any such court in respect of any such actionfullest extent permitted by law, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees Shareholders further agree to take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of the Selling Shareholders' Authorized Agent in full force and effect so long as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers any of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder Shares shall be deemed, in every respect, effective service of process upon the Selling Stockholderoutstanding.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) The Company agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or Federal court located in the State The City of New York, (ii) waivesNew York, to the fullest extent it may effectively do so, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding proceeding, and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to preCompany expressly accepts the non-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the exclusive jurisdiction of any such court in respect of any such actionsuit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Cray Inc., a Washington corporation /s/ Xxxxxxx X. Xxxxxxx By:_______________________________ Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President, General Counsel, Chief Financial Officer and Corporate Secretary Accepted as of the date hereof: BEAR, XXXXXXX & CO. INC. /s/ Xxxxxxx X. Xxxxxx By:________________________________ Name: Xxxxxxx X. Xxxxxx Title: Senior Managing Director APPENDIX A CRAY INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE 3.0% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024 NOTICE Cray Inc. (the "Company") has filed, or intends shortly to file, with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-3 or such other Form as may be available (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Company's 3.0% Convertible Senior Subordinated Notes due 2024 (CUSIP No. 225223 AA4) (the "Notes"), and waives any other requirements common stock, $0.01 par value, issuable upon conversion thereof (the "Shares" and together with the Notes, the "Transfer Restricted Securities") in accordance with the terms of the Registration Rights Agreement, dated as of December 6, 2004 (the "Registration Rights Agreement") between the Company and Bear, Xxxxxxx & Co. Inc. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing otherwise dispose of any and all documents and instrumentsTransfer Restricted Securities pursuant to the Shelf Registration Statement, that may a beneficial owner of Transfer Restricted Securities generally will be necessary required to continue such appointment in full force and effect be named as aforesaid, unless and until a successor has been appointed as the Authorized Agent Selling Securityholder in the State related Prospectus, deliver a Prospectus to purchasers of New York. The Selling Stockholder will notify the Managers Transfer Restricted Securities, be subject to certain civil liability provisions of the appointment Securities Act and be bound by those provisions of a successor Authorized Agent prior the Registration Rights Agreement applicable to such appointment taking effectbeneficial owner (including certain indemnification rights and obligations, as described below). Service of process upon such Authorized Agent (or any successor) To be included in the Shelf Registration Statement, this Election and written notice of such service Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt PRIOR TO OR ON THE 20TH CALENDAR DAY FROM THE RECEIPT HEREOF (THE "ELECTION AND QUESTIONNAIRE DEADLINE"). BENEFICIAL OWNERS THAT DO NOT COMPLETE THIS ELECTION AND QUESTIONNAIRE AND DELIVER IT TO THE COMPANY PRIOR TO THE ELECTION AND QUESTIONNAIRE DEADLINE AS PROVIDED BELOW WILL NOT BE NAMED AS SELLING SECURITYHOLDERS IN THE SHELF REGISTRATION STATEMENT AT THE TIME IT IS DECLARED EFFECTIVE AND, THEREFORE, WILL NOT BE PERMITTED TO SELL ANY TRANSFER RESTRICTED SECURITIES PURSUANT TO THE SHELF REGISTRATION STATEMENT UNTIL WE PREPARE AND FILE A PROSPECTUS SUPPLEMENT OR, IF REQUIRED, A POST-EFFECTIVE AMENDMENT TO THE SHELF REGISTRATION STATEMENT. Certain legal consequences arise from being named as a Selling Stockholder shall be deemedSecurityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in every respect, effective service of process upon the Selling StockholderShelf Registration Statement and the related Prospectus.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company and each of the parties hereto Selling Shareholders hereby irrevocably (i) agrees that submits to the exclusive jurisdiction of the New York Courts in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Offered Securities, or the any transactions contemplated hereby may be instituted in any Federal court located in hereby. The Company, each of the State Company’s Subsidiaries and Consolidated Affiliated Entities, the Selling Shareholders and each of New York, (ii) waives, to the fullest extent it may effectively do so, Selling Shareholder’s subsidiaries irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action suit or proceeding against it arising out of or based on relating to this Agreement Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Offered Securities, or the any transactions contemplated hereby which is instituted in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company and the Selling Shareholders (other than Owap Investment Pte Ltd) irrevocably appoint [Cogency Global Inc.] as its respective authorized agent in the Borough of Manhattan in The City of New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any such action arising out of suit or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionproceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants agree that the Authorized Agent has agreed to act as such agent for service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company and the Selling Shareholders (other than Owap Investment Pte Ltd), as the case may be, in any such suit or proceeding. The Company and the Selling Shareholders (other than Owap Investment Pte Ltd) further agree to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. Owap Investment Pte Ltd irrevocably appoints GIC (New York) Inc. as its respective authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon Owap Investment Pte Ltd, in any such suit or proceeding. Owap Investment Pte Ltd further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect as aforesaid, unless and until for a successor has been appointed as period of seven years from the Authorized Agent in the State date of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderthis Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter the Underwriters or by any person who controls any Underwriter the Underwriters arising out of or based upon relating to this Agreement or the transactions contemplated hereby may be instituted in any Federal federal or state court located in the Borough of Manhattan, The City of New York, the State of New York, (ii) York and irrevocably waives, to the fullest extent it may effectively do sopermitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and (iii) any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such courts court in any such suit, action or proceeding. The Selling Stockholder irrevocably waives To the extent that the Company has or hereafter may acquire any immunity to (on the grounds of sovereignty or otherwise) from the jurisdiction to which it may otherwise be entitled of any court or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in from any legal process with respect to itself or its property in respect of its obligations under this Agreement, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandsproceeding. The Selling Stockholder has appointed Corporation Service Company (a) irrevocably designates and appoints its Chief Financial Officer from time to time located at its principal executive offices at 50 Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000 (together with any successor, the “Company, Albany, New York’s Authorized Agent”), as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any such suit, action arising out or proceeding described in the first sentence of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such action, Section 10 and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Company’s Authorized Agent has agreed to act as accepted such agent for designation and (b) agrees that service of process upon the Company’s Authorized Agent and written notice of said service to the Company mailed or delivered to its Assistant Secretary at its registered office at 2 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of the Company’s Authorized Agent in full force and effect so long as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers any of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder Shares shall be deemed, in every respect, effective service of process upon the Selling Stockholderissued and outstanding.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement or and the transactions contemplated hereby and thereby may be instituted in any Federal federal or state court located in the Borough of Manhattan, The City of New York, the State of New York, (ii) York and irrevocably waives, to the fullest extent it may effectively do sopermitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and (iii) any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such courts court in any such suit, action or proceeding. The Selling Stockholder Company (i) irrevocably waives designates and appoints CT Corporation System, 1000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, telephone number: (000) 000-0000 (together with any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunitysuccessor, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York“Authorized Agent”), as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any such suit, action arising out or proceeding described in the first sentence of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such action, Section 17 and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as accepted such agent for designation and (ii) agrees that service of process upon the Authorized Agent and written notice of said service to the Company, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect so long as aforesaidany of the Ordinary Shares shall be outstanding. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, unless and until a successor has been appointed as the Authorized Agent parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in the State accordance with normal banking procedures Mxxxxxx Lxxxx could purchase United States dollars with such other currency in The City of New YorkYork on the business day preceding that on which final judgment is given. The Selling Stockholder will notify the Managers obligations of the appointment Company in respect of any sum due from it to any Underwriter shall, notwithstanding any judgment in a successor Authorized Agent currency other than United States dollars, be discharged only if and to the extent on the first business day following receipt by such Underwriter of any sum adjudged to be so due in such other currency, such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Company (but without duplication) an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such appointment taking effect. Service immunity in respect of process upon such Authorized Agent (or any successor) and written notice of such service its obligations under the above-referenced documents, to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderextent permitted by law.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement or and the transactions contemplated hereby and thereby may be instituted in any Federal federal or state court located in the Borough of Manhattan, The City of New York, the State of New York, (ii) York and irrevocably waives, to the fullest extent it may effectively do sopermitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and (iii) any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such courts court in any such suit, action or proceeding. The Selling Stockholder Company (i) irrevocably waives designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (together with any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunitysuccessor, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York"AUTHORIZED AGENT"), as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any such suit, action arising out or proceeding described in the first sentence of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such action, Section 15 and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as accepted such agent for designation and (ii) agrees that service of process upon the Authorized Agent and written notice of said service to the Company (mailed or delivered to Carrier 1 International S.A., c/o Carrier1 International GmbH, at Xxxxxxxxxxxxxx 00, XX-0000, Xxxxxx, Xxxxxxxxxxx, Attention: General Counsel), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect so long as aforesaidany of the Shares shall be outstanding. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, unless and until a successor has been appointed as the Authorized Agent parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in the State accordance with normal banking procedures MSIL could purchase United States dollars with such other currency in The City of New YorkYork on the business day preceding that on which final judgment is given. The Selling Stockholder will notify the Managers obligations of the appointment Company in respect of any sum due from it to any Underwriter shall, notwithstanding any judgment in a successor Authorized Agent currency other than United States dollars, be discharged only if and to the extent on the first business day following receipt by such Underwriter of any sum adjudged to be so due in such other currency, such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Company (but without duplication) an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such appointment taking effect. Service immunity in respect of process upon such Authorized Agent (or any successor) and written notice of such service its obligations under the above-referenced documents, to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderextent permitted by law.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each In further consideration of the parties hereto agreement of the Underwriters herein contained, the Company agrees and covenants as follows: The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder Company brought by any Underwriter or by any person who controls any such Underwriter within the meaning of either Section 15 of the Securities Act of Section 20 of the Exchange Act (a “Control Person”) arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any United States Federal or state court located in the State Borough of Manhattan, The City of New York, State of New York (ii) waivesa “New York Court”), to the fullest extent it may effectively do so, and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, irrevocably waives any objection based on the absence of a necessary or indispensable party in any such proceeding and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court Court or in any foreign court. To the extent permitted by law, each of the Company hereby waives any objection to the enforcement by any competent foreign court of any judgment validly obtained in The Netherlandsany such proceeding. The Selling Stockholder has appointed Company designates and appoints CT Corporation Service Company, Albany, System in New York, York City as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court Court by any Underwriter or by any person who controls any UnderwriterControl Person, expressly consent consents to the non-exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointments shall be irrevocable. The Selling Stockholder Company represents and warrants that the its Authorized Agent has agreed to act as such said agent for service of process and the Company agrees to take any and all action, including the filing of any and all documents and instruments, instruments that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such the Authorized Agent (or any successor) and written notice of such service of process to the Selling Stockholder it shall be deemed, in every respect, effective service of process upon the Selling StockholderCompany. Notwithstanding the foregoing, any action based on this Agreement or the transactions contemplated hereby may be instituted by any Underwriter or any Control Person in any competent foreign court. The provisions of this Section 10 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto Company and the Selling Shareholders hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. Federal and state courts in the Borough of Manhattan in The City of New York (ieach, a “New York Court”) agrees that in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or the any transactions contemplated hereby may be instituted in any Federal court located in hereby. Each of the State of New York, (ii) waives, to Company and the fullest extent it may effectively do so, Selling Shareholders irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action suit or proceeding against it arising out of or based on relating to this Agreement Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or the any transactions contemplated hereby which is instituted in a New York Court, and irrevocably and unconditionally waives and agrees not to plead or claim in any New York such court that any such suit or proceeding in any competent such court has been brought in The Netherlandsan inconvenient forum. The Selling Stockholder has appointed Corporation Service CompanyCompany irrevocably appoints ICL North America Inc., Albanylocated at 000 Xxxxxxx Xxxx, New YorkSuite 500, St. Louis, Missouri 63141, Attention: General Counsel, as its authorized agent (in the “Authorized Agent”) Borough of Manhattan in The City of New York upon whom which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Each of the Selling Shareholders irrevocably appoints C T Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process upon such Selling Shareholder in any such suit or proceeding. Each of the Company and the Selling Shareholders further agrees to take any and all action as may be necessary to maintain such designation and appointment of its agent in full force and effect for a period of ten years from the date of this Agreement. Each of the Company, the Selling Shareholders and the Underwriters irrevocably waive, to the fullest extent permitted by law, any and all rights to trial by jury in any legal proceeding arising out of or based on relating to this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderhereby.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to To the fullest extent it may effectively do sopermitted by applicable law, any objection which it may now or hereafter have to each of the laying of venue of any such proceeding Trustee, the Agents, the Company and (iii) each Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of New York, County and Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such courts suit or proceeding may be determined in any such suitcourt. Each of the Trustee, action the Agents, the Company and any Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and has irrevocably designated and appointed CT Corporation System (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such suit or proceeding. The Selling Stockholder Each of the Trustee, the Agents, the Company, and any Guarantor represents that it has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same in writing. Each of the Trustee, the Agents, the Company and any Guarantor has irrevocably waives authorized and directed its Authorized Agent to accept such service. Each of the Trustee, the Agents, the Company and any Guarantor further agrees that service of process upon its Authorized Agent and written notice of said service to the Trustee, the Agents, the Company and any Guarantor, as the case may be, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Trustee, the Agents, the Company and any Guarantor, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. Each of the Trustee, the Agents, the Company and any Guarantor agrees, to the fullest extent permitted by law, that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Each of the Trustee, the Agents, the Company and each Guarantor hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityincluding, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement Indenture, the Notes or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandshereby. The Selling Stockholder has appointed Corporation Service Companyprovisions of this Section 14.8 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Trustee, Albanythe Agents, New Yorkthe Company and any Guarantor and, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionfullest extent permitted by law, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment introduction of a successor Authorized Agent prior true copy of this Indenture into evidence shall be conclusive and final evidence as to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholdermatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of In connection with the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement Indenture or the transactions contemplated hereby may be instituted in Notes or any Federal Guarantee, if any, the Company irrevocably consents to the jurisdiction of any court located in of the State of New York or any United States federal court sitting in the Borough of Manhattan, The City of New York, (ii) the State of New York and irrevocably waives, to the fullest extent it may effectively do sopermitted by law, any objection to any suit, action, or proceeding that may be brought which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and (iii) any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such courts court in any such suit, action or proceeding. The Selling Stockholder irrevocably waives In connection with any immunity Guarantee, the Company shall use reasonable efforts to cause the issuer of any Guarantee to submit to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or substantially the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandssame extent. The Selling Stockholder has appointed Company (i) irrevocably designates and appoints CT Corporation Service CompanySystem, Albany0000 Xxxxxxxx, New YorkXxx Xxxx, XX 00000 (together with any successor, the "Authorized Agent"), as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any such suit, action arising out or proceeding and (ii) agrees that service of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that process upon the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such said service to the Selling Stockholder Company (mailed or delivered to its General Counsel at its executive office at Xxxxxxxxxxxxxx 00, XX-0000, Xxxxxx, Xxxxxxxxxxx), shall be deemed, deemed in every respect, respect effective service of process upon the Selling Stockholder.Company in any such suit or proceeding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the Indenture or the Notes, to the extent permitted by law. THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto INSERT TAXPAYER IDENTIFICATION NO. ------------------------------------------------------------------------------- Please print or typewrite name and address including zip code of assignee ------------------------------------------------------------------------------- the within Note and all rights thereunder, hereby irrevocably constituting and appointing -------------------------------------------------------------------- attorney to transfer said Note on the books of the Company with full power of substitution in the premises. In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date the Shelf Registration Statement is declared effective or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that without utilizing any general solicitation or general advertising that: [CHECK ONE]

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company hereby irrevocably submits to the non-exclusive jurisdiction of the parties hereto irrevocably U.S. Federal and state courts in the Borough of Manhattan in The City of New York (ieach, a “New York Court”) agrees that in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the Offered Securities or the any transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do so, hereby. The Company irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the Offered Securities or any transactions contemplated hereby in a New York Court, and (iii) submits irrevocably and unconditionally waives and agrees not to the non-exclusive jurisdiction of such courts plead or claim in any such suitcourt that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, action the Company irrevocably and unconditionally waives, to the fullest extent permitted by law, such immunity in respect of any such suit or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityappoints CT Corporation System, immunity to pre-judgment attachmentlocated at 000 0xx Xxxxxx, post-judgment attachment and execution) in any legal suitXxx Xxxx, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New YorkXxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon whom which process may be served in any such action arising out of suit or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionproceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants agree that the Authorized Agent has agreed to act as such agent for service of process and in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect as aforesaid, unless and until for a successor has been appointed as period of seven years from the Authorized Agent in the State date of New Yorkthis Agreement. The Selling Stockholder will notify the Managers Each of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) Company and written notice of such service the Underwriters irrevocably waive, to the Selling Stockholder shall be deemedfullest extent permitted by law, any and all rights to trial by jury in every respectany legal proceeding arising out of or relating to this Agreement, effective service of process upon the Selling StockholderDeposit Agreement or the transactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each party hereto submits to the exclusive jurisdiction of the parties hereto irrevocably (i) agrees that competent courts of the State of New York and the courts of the United States of America, in each case located in The City of New York, New York over any legal suit, action or proceeding against arising under or in connection with this Agreement or the Selling Stockholder brought by transactions contemplated hereby. Each party hereto waives any Underwriter objection that it may have to the venue of any suit, action or by any person who controls any Underwriter proceeding arising out of under or based upon in connection with this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the courts of the State of New York or the courts of the United States of America, in each case located in The City of New York, (ii) waivesNew York, or that such suit, action or proceeding brought in the courts of the State of New York or the courts of the United States of America, in each case located in The City of New York, New York, was brought in an inconvenient court and agrees not to plead or claim the fullest extent it may effectively do sosame In furtherance of the foregoing, any objection which it may now or hereafter have the Company hereby irrevocably designates and appoints CT Corporation, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the agent of the Company to receive service of all process brought against the laying of venue of any such proceeding and (iii) submits Company with respect to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) proceeding in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent such court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, AlbanyCity of New York, New York, as its authorized agent (such service being hereby acknowledged by the “Authorized Agent”) upon whom process may Company to be served effective and binding service in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction every respect. Copies of any such court process so served shall also be given to the Company in respect accordance with Section 10 hereof, but the failure of the Company to receive such copies shall not affect in any way the service of such action, and waives process as aforesaid. If for any other requirements of reason CT Corporation shall resign or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed otherwise cease to act as such agent for service of process and agent, the Company hereby irrevocably agrees to take any promptly designate and all actionappoint a new agent. Please confirm that the foregoing correctly sets forth the agreement among the Company and you. Very truly yours, including the filing of any and all documents and instrumentsWillbros Group, that may be necessary to continue such appointment in full force and effect Inc. By: --------------------------------- Name: Title: Accepted as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment date hereof: PURCHASERS: HIGHBRIDGE INTERNATIONAL LLC By: HIGHBRIDGE CAPITAL MANAGEMENT, LLC By: ---------------------------------- Name: Xxxx X. Chill Title: Managing Director Accepted as of a successor Authorized Agent prior to such appointment taking effectthe date hereof: PURCHASERS: PORTSIDE GROWTH & OPPORTUNITY FUND By: ---------------------------------- Name: Title: 25 Accepted as of the date hereof: PURCHASERS: SHEPHERD INVESTMENTS INTERNATIONAL, LTD. Service By: ---------------------------------- Name: Title: Accepted as of process upon such Authorized Agent (or any successor) and written notice the date hereof: PURCHASERS: SUTTONBROOK CAPITAL MANAGEMENT LP By: --------------------------------- Name: Title: 27 Accepted as of such service to the Selling Stockholder shall be deemeddate hereof: PURCHASERS: CITADEL EQUITY FUND, in every respect, effective service LTD. By: --------------------------------- Name: Title: 28 Accepted as of process upon the Selling Stockholder.date hereof: PURCHASERS: CAPITAL VENTURES INTERNATIONAL By: --------------------------------- Name: Title: 29 Accepted as of the date hereof: PURCHASERS: KINGS ROAD INVESTMENTS LTD. By: --------------------------------- Name: Title:

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to To the fullest extent it may effectively do sopermitted by applicable law, any objection which it may now or hereafter have to each of the laying of venue of any such proceeding Company and (iii) the New Guarantors irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising out of or under or in connection with this Third Supplemental Indenture, the Notes or the Additional Guarantees, and irrevocably agrees that all claims in respect of such courts suit or proceeding may be determined in any such suitcourt. Each of the Company and the Additional Guarantors, action to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints the Corporation Service Company (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such suit or proceeding. The Selling Stockholder Company and the New Guarantors hereby irrevocably waives authorize and direct their Authorized Agent to accept such service. The Company and the New Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Company and the New Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Company or the New Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Company and the New Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Company and the New Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityincluding, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement Indenture, the Notes or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandshereby. The Selling Stockholder has appointed Corporation Service provisions of this Section 6 are intended to be effective upon the execution of this Third Supplemental Indenture without any further action by the Company, Albany, the New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement Guarantors or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to Trustee and the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment introduction of a successor Authorized Agent prior true copy of this Third Supplemental Indenture into evidence shall be conclusive and final evidence as to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholdermatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder it brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The NetherlandsIreland. The Selling Stockholder Company has appointed Corporation Service CompanyGlobal Indemnity Group, Albany, New YorkInc., as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder Company will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder Company shall be deemed, in every respect, effective service of process upon the Selling StockholderCompany.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each To the fullest extent permitted by applicable law, the Company irrevocably submits to the jurisdiction of the parties hereto irrevocably (i) agrees that any legal suit, action federal or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal state court located in the City, County and State of New York, United States of America, in any suit or proceeding based on or arising under this Agreement (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of solely in connection with any such proceeding suit or proceeding), and (iii) submits to the non-exclusive jurisdiction irrevocably agrees that all claims in respect of such courts suit or proceeding may be determined in any such suit, action court. The Company irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Selling Stockholder Company hereby irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled designates and appoints Jeffxxx Xxxx, Xxq., 1133 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New Yorkxxe "Process Agent"), as its the authorized agent (of the “Authorized Agent”) Company upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of Jeffxxx Xxxx xx such authorized agent shall become effective immediately without any further action arising out on the part of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent Company. The Company represents to the jurisdiction Initial Purchaser that it has notified the Process Agent of any such court designation and appointment and that the Process Agent has accepted the same in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect theretowriting. The Selling Stockholder represents Company hereby irrevocably authorizes and warrants directs the Process Agent to accept such service. The Company further agrees that the Authorized Agent has agreed to act as such agent for service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Nothing herein shall affect the right of the Initial Purchaser or any person controlling the Initial Purchaser or any Indemnified Holder to serve process in any other manner permitted by law. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effect as aforesaid, unless and until a successor has been appointed so long as the Authorized Agent in Company has any outstanding obligations under this Agreement. To the State extent that the Company has or hereafter may acquire any immunity from jurisdiction of New York. The Selling Stockholder will notify the Managers any court or from any legal process (whether through service of the appointment of a successor Authorized Agent note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such appointment taking effect. Service immunity in respect of process upon such Authorized Agent (or any successor) and written notice of such service their obligations under this Agreement, to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderextent permitted by law.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto The Company agrees and covenants as follows: The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter it arising out of or based upon this Agreement Indenture, the Securities or the transactions contemplated hereby may be be, but is not required to be, instituted in any United States Federal court located or State Court in the Borough of Manhattan, The City of New York, State of New York, (ii) waives, to the fullest extent it may effectively do so, and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment prejudgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement Indenture, the Securities or the transactions contemplated hereby which is instituted in any United States Federal or state court in the Borough of Manhattan, The City of New York court York, State of New York, or in any foreign court. To the extent permitted by law, the Company hereby waives any objection to the enforcement by any competent foreign court of any jurisdiction validly obtained in The Netherlandsany such proceeding. The Selling Stockholder Company has appointed CT Corporation Service CompanySystems, Albany000 Xxxxxx Xxxxxx, New YorkXxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “"Authorized Agent”") upon whom which process may be served in any such action arising out of or based on this Agreement Indenture, the Securities or the transactions contemplated hereby which may be instituted in any United States Federal or state court in the Borough of Manhattan, The City of New York court by any Underwriter or by any person who controls any UnderwriterYork, State of New York, expressly consent consents to the jurisdiction of any such court in respect of any such action, action and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointments shall be irrevocable. The Selling Stockholder Company represents and warrants that the Authorized Agent has agreed to act as such said agent for service of process and it agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such the Authorized Agent (or any successor) and written notice of such service of process to the Selling Stockholder Company shall be deemed, in every respect, effective service of process upon the Selling StockholderCompany. Notwithstanding the foregoing, any action based on this Indenture and the Securities or the transactions contemplated hereby may be instituted by any party hereto, subject to the limitations set forth in Article 6 hereof, by the Holder of any Security in any competent foreign court.

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

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto The Company agrees and covenants as follows: The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter it arising out of or based upon this Agreement Indenture, the Securities or the transactions contemplated hereby may be be, but is not required to be, instituted in any United States Federal court located or State Court in the Borough of Manhattan, The City of New York, State of New York, (ii) waives, to the fullest extent it may effectively do so, and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment prejudgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement Indenture, the Securities or the transactions contemplated hereby which is instituted in any United States Federal or state court in the Borough of Manhattan, The City of New York court York, State of New York, or in any foreign court. To the extent permitted by law, the Company hereby waives any objection to the enforcement by any competent foreign court of any jurisdiction validly obtained in The Netherlandsany such proceeding. The Selling Stockholder Company has appointed CT Corporation Service CompanySystems, Albany1633 Broadway, New York, as its authorized agent New Yxxx 00000, xx xxx xxxxxxxxxx xxxxx (the “xxx "Authorized Agent”") upon whom which process may be served in any such action arising out of or based on this Agreement Indenture, the Securities or the transactions contemplated hereby which may be instituted in any United States Federal or state court in the Borough of Manhattan, The City of New York court by any Underwriter or by any person who controls any UnderwriterYork, State of New York, expressly consent consents to the jurisdiction of any such court in respect of any such action, action and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointments shall be irrevocable. The Selling Stockholder Company represents and warrants that the Authorized Agent has agreed to act as such said agent for service of process and it agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such the Authorized Agent (or any successor) and written notice of such service of process to the Selling Stockholder Company shall be deemed, in every respect, effective service of process upon the Selling StockholderCompany. Notwithstanding the foregoing, any action based on this Indenture and the Securities or the transactions contemplated hereby may be instituted by any party hereto, subject to the limitations set forth in Article 6 hereof, by the Holder of any Security in any competent foreign court.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company and each Selling Shareholder irrevocably submits to the non-exclusive jurisdiction of the parties hereto irrevocably (i) agrees that any legal New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement or the transactions contemplated hereby may be instituted in any Federal court located in offering of the State of New York, (ii) Shares. The Company and each Selling Shareholder irrevocably waives, to the fullest extent it may effectively do sopermitted by law, any objection which it they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and (iii) submits to any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Company hereby irrevocably appoints Jxxxx Xxxxx, 400 X. Xxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx as its agent for service of process in any suit, action or proceeding described in the non-exclusive jurisdiction preceding paragraph and agrees that service of such courts process in any such suit, action or proceedingproceeding may be made upon it at the office of such agent. The Each Selling Stockholder Shareholder hereby irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) appoints the persons set forth below such Selling Shareholder’s name in Schedule IV hereto as its agent for service of process in any legal suit, action or proceeding against it arising out described in the preceding paragraph and agrees that service of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action arising out of or based on this Agreement or the transactions contemplated hereby which proceeding may be instituted in any New York court by any Underwriter or by any person who controls any Underwritermade upon it at the office of such agent. The Company and each Selling Shareholder waives, expressly consent to the jurisdiction of any such court in respect of any such actionfullest extent permitted by law, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company and each Selling Stockholder Shareholder represents and warrants that the Authorized Agent such agent has agreed to act as such its agent for service of process process, and the Company and each Selling Shareholder agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or Notwithstanding the foregoing, any successor) and written notice of such service to action based on this Agreement may be instituted by the Selling Stockholder shall be deemed, Underwriters in every respect, effective service of process upon the Selling Stockholderany competent court in The Netherlands.

Submission to Jurisdiction; Appointment of Agent for Service. This Agreement shall be deemed to have been executed and delivered in New York and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representatives and the Company: (a) Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement or and/or the transactions contemplated hereby may shall be instituted exclusively in any Federal court located in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (iib) waives, to the fullest extent it may effectively do so, waives any objection which it may now have or hereafter have to the laying of venue of any such proceeding suit, action or proceeding, and (iiic) submits irrevocably consents to the non-exclusive jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such courts suit, action or proceeding. Each of the Representatives and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representatives mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, appoints Pxxxxxx & Associates as its authorized agent (the “Authorized Agent”) in the United States, upon whom which process may be served in any such action arising out of suit or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionproceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants agrees that the Authorized Agent has agreed to act as such agent for service of process and in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect as aforesaidfor a period of two years from the date of this Agreement. THE PARTIES HERETO (ON BEHALF OF THEMSELVES, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successorTHEIR SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) and written notice of such service to the Selling Stockholder shall be deemedHEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, in every respect, effective service of process upon the Selling StockholderARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each To the fullest extent permitted by applicable law, each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture and the Notes and irrevocably agrees that all claims in respect of such courts suit or proceeding may be determined in any such suitcourt. The Issuer and each Guarantor, action to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding, and irrevocably and fully waives any right to trial by jury, and each of the Issuer and each Guarantor (other than any Guarantor incorporated in the State of New York) shall irrevocably designate and appoint Virgin Media (the “Registered Agent”) (whose registered office as of the date hereof is Virgin Media Inc. 00000 Xxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 80112, USA), as its registered agent upon whom process may be served in any such suit or proceeding. This designation shall remain in place unless it is substituted by the Issuer with written notice to all parties hereto. Each of the Issuer and each Guarantor (other than any Guarantor incorporated in the State of New York) will notify the Registered Agent of such designation and appointment and that the Registered Agent has accepted the same in writing. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Selling Stockholder Issuer and each Guarantor (other than any Guarantor incorporated in the State of New York) will further agree that service of process upon its Registered Agent and written notice of said service to the Issuer or such Guarantor mailed by first class mail or delivered to its Registered Agent shall be deemed in every respect effective service of process upon the Issuer and such Guarantor in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and each Guarantor agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and each Guarantor hereby irrevocably waives waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityincluding, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement Indenture, the Notes or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandshereby. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (provisions of this Section 14.09 are intended to be effective upon the “Authorized Agent”) upon whom process may be served in execution of this Indenture and the Notes without any such further action arising out of or based on this Agreement by the Issuer or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to Trustee and the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment introduction of a successor Authorized Agent prior true copy of this Indenture into evidence shall be conclusive and final evidence as to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholdermatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to To the fullest extent it may effectively do sopermitted by applicable law, any objection which it may now or hereafter have to each of the laying of venue of any such proceeding Company and (iii) the Subsidiary Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such courts suit or proceeding may be determined in any such suitcourt. Each of the Company and the Subsidiary Guarantor, action to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints National Registered Agents, Inc. (the "AUTHORIZED AGENT"), as its authorized agent upon whom process may be served in any such suit or proceeding. The Selling Stockholder Each of the Company and the Subsidiary Guarantor represents that it has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same in writing. Each of the Company and the Subsidiary Guarantor hereby irrevocably waives authorizes and directs its Authorized Agent to accept such service. Each of the Company and the Subsidiary Guarantor further agrees that service of process upon its Authorized Agent and written notice of said service to the Company or to the Subsidiary Guarantor, as the case may be, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Company or the Subsidiary Guarantor, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. Each of the Company and the Subsidiary Guarantor agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Notwithstanding the foregoing, any action against the Company or the Subsidiary Guarantor arising out of or based on this Indenture or the transactions contemplated hereby may also be instituted in any competent court in Ireland and each of the Company and the Subsidiary Guarantor expressly accepts the jurisdiction of any such court in any such action. Each of the Company and the Subsidiary Guarantor hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityincluding, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement Indenture, the Notes or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandshereby. The Selling Stockholder has appointed Corporation Service provisions of this Section 12.9 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement Subsidiary Guarantor or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to Trustee and the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment introduction of a successor Authorized Agent prior true copy of this Indenture into evidence shall be conclusive and final evidence as to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholder.matters

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) agrees that With respect to any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby that may be instituted brought in connection with the Indenture, the Notes or any Federal Note Guarantee, if any, the Company irrevocably consents to the jurisdiction of any United States federal or New York State court located sitting in the Borough of Manhattan, The City of New York, the State of New York, (ii) York and irrevocably waives, to the fullest extent it may effectively do sopermitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and (iii) any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such courts court in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity In connection with the Note Guarantee of Jxxxx Lxxx LaSalle Limited, Jxxxx Lang LaSalle Limited will submit to jurisdiction to which it may otherwise be entitled or become entitled substantially the same extent. Each of the Company and Jxxxx Lxxx LaSalle Limited (including sovereign immunityi) irrevocably designates and appoints Jxxxx Lang LaSalle Incorporated, immunity to pre-judgment attachment200 Xxxx Xxxxxxxx Xxxxx, post-judgment attachment and execution) in Chicago, Illinois 60601 (together with any legal suitsuccessor, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York"Authorized Agent"), as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any such suit, action arising out or proceeding and (ii) agrees that service of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that process upon the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such said service to the Selling Stockholder Company or Jxxxx Lang LaSalle Limited, as the case may be (mailed or delivered to the Corporate Secretary of JLL at the address set forth in Section 11.02 of the Indenture), shall be deemed, deemed in every respect, respect effective service of process upon the Selling Stockholder.Company or Jxxxx Lxxx LaSalle Limited, as the case may be, in any such suit or proceeding. To the extent that the Company or Jxxxx Lang LaSalle Limited has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the Indenture or the Notes, to the extent permitted by law. THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SCHEDULE A SCHEDULE OF PRINCIPAL AMOUNT OF INDEBTEDNESS EVIDENCED BY THIS NOTE The initial principal amount of indebtedness evidenced by this Note shall be ____________________. The following decreases/increases in the principal amount evidenced by this Note have been made: Total Principal Amount of this Decrease in Increase in Global Note Notation Principal Principal Follow- Made Date of Amount of Amount of ing such by or on Decrease/ this Global this Global Decrease/ Behalf of Increase Note Note Increase Trust ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. ---------------------------------- -------------------------------------------------------------------------- Please print or typewrite name and address including zip code of assignee -------------------------------------------------------------------------- the within Note and all rights thereunder, hereby irrevocably constituting and appointing ________________________________________ attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN EXCHANGE NOTES, UNLEGENDED REGULATION S GLOBAL AND UNLEGENDED REGULATION S CERTIFICATED NOTES] In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date the Shelf Registration Statement is declared effective or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that without utilizing any general solicitation or general advertising that:

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company hereby irrevocably submits to the exclusive jurisdiction of the parties hereto irrevocably U.S. federal and state courts in the Borough of Manhattan in The City of New York (ieach, a “New York Court”) agrees that in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or the any transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do so, hereby. The Company irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action suit or proceeding against it arising out of or based on relating to this Agreement Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or the any transactions contemplated hereby which is instituted in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any New York such court that any such suit or proceeding in any competent such court has been brought in The Netherlandsan inconvenient forum. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, Company irrevocably appoints Cogency Global Inc. as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon whom which process may be served in any such action arising out of suit or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionproceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants agree that the Authorized Agent has agreed to act as such agent for service of process and in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect as aforesaid, unless and until for a successor has been appointed as period of seven years from the Authorized Agent in the State date of New Yorkthis Agreement. The Selling Stockholder will notify Underwriters, on the Managers of one hand, and the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent Company (or any successor) and written notice of such service on its own behalf and, to the Selling Stockholder shall be deemedextent permitted by law, on behalf of its stockholders), on the other hand, waive any right to trial by jury in every respectany action, effective service of process upon the Selling Stockholderclaim, suit or proceeding with respect to your engagement as underwriter or your role in connection herewith.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each In further consideration of the parties hereto agreement of the Underwriters herein contained, the Company irrevocably (i) agrees and covenants that any legal suit, action or proceeding against the Selling Stockholder Company brought by any Underwriter or by any person who controls any such Underwriter within the meaning of either Section 15 of the Securities Act of Section 20 of the Exchange Act (a "CONTROL PERSON") arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New YorkYork Court, (ii) waives, to the fullest extent it may effectively do so, and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, irrevocably waives any objection based on the absence of a necessary or indispensable party in any such proceeding and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court Court, or in any Bermuda court. To the extent permitted by law, Company hereby waives any objection to the enforcement by any competent foreign court of any judgment validly obtained in any such proceeding. The Company designates and appoints CT Corporation System in The Netherlands. The Selling Stockholder has appointed Corporation Service CompanyCity of New York at 000 Xxxxxx Xxxxxx, AlbanyXxx Xxxx, New YorkXX 00000, as its respective authorized agent (the “Authorized Agent”"AUTHORIZED AGENT") upon whom which process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court Court by any Underwriter or by any person who controls any UnderwriterControl Person, expressly consent consents to the non-exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointments shall be irrevocable. The Selling Stockholder Company represents and warrants that the Authorized Agent has agreed to act as such said agent for service of process and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such the Company's Authorized Agent (or any successor) and written notice of such service of process to the Selling Stockholder it shall be deemed, in every respect, effective service of process upon the Selling StockholderCompany. Notwithstanding the foregoing, any action based on this Agreement or the transactions contemplated hereby may be instituted by any Underwriter or any Control Person in any competent foreign court.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each In further consideration of the parties hereto agreement of the Placement Agents herein contained, the Company agrees and covenants as follows: The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder Company brought by any Underwriter or by any person who controls any Underwriter Placement Agent arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any United States Federal or state court located in the State Borough of Manhattan, The City of New York, State of New York (ii) waivesa "New York Court"), to the fullest extent it may effectively do so, and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court Court or in any foreign court. To the extent permitted by law, the Company hereby waives any objection to the enforcement by any competent foreign court of any judgment validly obtained in The Netherlandsany such proceeding. The Selling Stockholder has appointed Company designates and appoints CT Corporation Service CompanySystem, Albany000 Xxxxxx Xxxxxx, New York00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its authorized agent (the “"Authorized Agent”") upon whom which process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court Court by any Underwriter or by any person who controls any UnderwriterPlacement Agent, expressly consent consents to the non-exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder Company represents and warrants that the its Authorized Agent has agreed to act as such said agent for service of process and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such the Authorized Agent (or any successor) and written notice of such service of process to the Selling Stockholder it shall be deemed, in every respect, effective service of process upon the Selling StockholderCompany. Notwithstanding the foregoing, any action based on this Agreement or the transactions contemplated hereby may be instituted by any Placement Agent in any competent foreign court. The provisions of this Section 11.7 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to Waiver. To the fullest extent it may effectively do sopermitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) Company ------- irrevocably submits to the non-exclusive jurisdiction of any federal or state court in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising under this Agreement and the Warrants, and irrevocably agrees that all claims in respect of such courts suit or proceeding may be determined in any such suitcourt. The Company, action to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints CSC, at Two World Trade Center, Suite 8746, New York, New York 10048 (the "Authorized Agent"), as its authorized agent upon whom process may be ---------------- served in any such suit or proceeding. The Selling Stockholder Company represents that it has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same in writing. The Company hereby irrevocably waives authorizes and directs its Authorized Agent to accept such service. The Company further agrees that service of process upon its Authorized Agent and written notice of said service to the Company mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Company agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Company hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityincluding, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement Warrant Agreement, the Warrant Certificates or the transactions contemplated hereby which is instituted hereby. To the extent permitted by applicable law, the Company and the Warrant Agent each waive any right to have a jury participate in resolving any New York dispute, whether sounding in contract, tort, or otherwise arising out of, connected with, related to or incidental to the relationship established between them in connection with this Agreement. Instead, any disputes resolved in court or will be resolved in any competent court in The Netherlandsa bench trial without a jury. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (provisions of this Section 7.8 are intended to be effective upon the “Authorized Agent”) upon whom process may be served in execution of this Warrant Agreement and the Warrant Certificates without any such further action arising out of or based on this Agreement by the Company or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to Warrant Agent and the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment introduction of a successor Authorized Agent prior true copy of this Warrant Agreement into evidence shall be conclusive and final evidence as to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholdermatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto The Guarantor irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement or the transactions contemplated hereby may be instituted in any Federal federal or state court located in the Borough of Manhattan, The City of New York, the State of New York, (ii) York and irrevocably waives, to the fullest extent it may effectively do sopermitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and (iii) any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such courts court in any such suit, action or proceeding. The Selling Stockholder irrevocably waives To the extent that the Guarantor has or hereafter may acquire any immunity to (on the grounds of sovereignty or otherwise) from the jurisdiction to which it may otherwise be entitled of any court or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in from any legal process with respect to itself or its property in respect of its obligations under this Agreement, the Guarantor irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding against it arising out of or based on relating to this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The NetherlandsAgreement. The Selling Stockholder has appointed Corporation Service CompanyGuarantor (i) irrevocably designates and appoints its Chief Financial Officer from time to time located at its principal executive offices at 0000 Xxxxxxxxxx Xxxxx Xxxxxxx, AlbanyXx. Xxxxx, New YorkXX 00000 (together with any successor, the “Guarantor’s Authorized Agent”), as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any such suit, action arising out or proceeding described in the first sentence of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such action, Section 10 and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Guarantor’s Authorized Agent has agreed to act as accepted such agent for designation, and (ii) agrees that service of process upon the Guarantor’s Authorized Agent and written notice of said service to the Guarantor mailed or delivered to its Secretary at its registered office at 0 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00, Bermuda, shall be deemed in every respect effective service of process upon the Guarantor in any such suit or proceeding. The Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of the Guarantor’s Authorized Agent in full force and effect so long as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers any of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder Securities shall be deemed, in every respect, effective service of process upon the Selling Stockholderissued and outstanding.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) The Company agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or Federal court located in the State The City of New York, (ii) waivesNew York, to the fullest extent it may effectively do so, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding proceeding, and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to preCompany expressly accepts the non-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the exclusive jurisdiction of any such court in respect of any such actionsuit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and waives binding thereupon and may be enforced in any other requirements court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, WebMD Corporation By: /s/ Kxxx X. Xxxxxx Name: Kxxx X. Xxxxxx Title: Executive Vice President, Administration and Acting Chief Financial Officer Accepted as of the date hereof: Banc of America Securities LLC By: /s/ Txxxxx Xxxxxxxx Name: Txxxxx Xxxxxxxx Title: Managing Director WEBMD CORPORATION FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE 1.75% CONVERTIBLE SUBORDINATED NOTES DUE 2023 The undersigned beneficial owner of 1.75% Convertible Subordinated Notes due 2023 (the “Notes”) of WebMD Corporation (the “Company” or objections “Registrant”) or Common Stock, par value $.0001 per share (the “Common Stock” and, together with the Notes, the “Registrable Securities”), of the Company understands that the Registrant has filed or intends to personal jurisdiction file with respect theretothe U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of June 25, 2003 (the “Registration Rights Agreement”), between the Company and the initial purchaser named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by the provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions described below). Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling securityholders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the Shelf Registration Statement, the Company will, as promptly as practicable but in any event within (i) ten business days of such receipt, file such amendments to the Shelf Registration Statement or supplements to the related prospectus, or (ii) 30 calendar days of such receipt, file a new Shelf Registration Statement with the Commission if required to do so, in each case as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities. The Selling Stockholder represents and warrants that the Authorized Agent Company has agreed to act pay liquidated damages pursuant to the Registration Rights Agreement under certain circumstances set forth therein. Certain legal consequences arise from being named as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent selling securityholder in the State Shelf Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of New York. The Selling Stockholder will notify Registrable Securities are advised to consult their own securities law counsel regarding the Managers consequences of being named or not being named as a selling securityholder in the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) Shelf Registration Statement and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderrelated prospectus.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) The Company agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal state or federal court located in the State The City of New York, (ii) waivesNew York, to the fullest extent it may effectively do so, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding proceeding, and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to preCompany expressly accepts the non-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the exclusive jurisdiction of any such court in respect of any such actionsuit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, CuraGen Corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Accepted as of the date hereof: Bear, Xxxxxxx & Co. Inc. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Managing Director APPENDIX A CURAGEN CORPORATION NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE 4.0% CONVERTIBLE SUBORDINATED NOTES DUE 2011 Notice CuraGen Corporation (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s Convertible Subordinated Notes due 2011 (CUSIP No. 00000XXX0) (the “Notes”), and waives any other requirements common stock, par value $0.01 per share, issuable upon conversion thereof (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of February 17, 2004 (the “Registration Rights Agreement”) between the Company and Bear, Xxxxxxx & Co. Inc. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing otherwise dispose of any and all documents and instrumentsTransfer Restricted Securities pursuant to the Shelf Registration Statement, that may a beneficial owner of Transfer Restricted Securities generally will be necessary required to continue such appointment in full force and effect be named as aforesaid, unless and until a successor has been appointed as the Authorized Agent Selling Securityholder in the State related Prospectus, deliver a Prospectus to purchasers of New York. The Selling Stockholder will notify the Managers Transfer Restricted Securities, be subject to certain civil liability provisions of the appointment Securities Act and be bound by those provisions of a successor Authorized Agent the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to such appointment taking effector on the 20th calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Service of process upon such Authorized Agent (or any successor) Beneficial Owners that do not complete and written notice of such service return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Stockholder shall Securityholders in the Shelf Registration Statement and, therefore, will not be deemedpermitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in every respect, effective service of process upon the Selling StockholderShelf Registration Statement and the related Prospectus.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each In further consideration of the parties hereto agreement of the Underwriters herein contained, the Company agrees and covenants as follows: The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder Company brought by any Underwriter or by any person who controls any such Underwriter within the meaning of either Section 15 of the Securities Act of Section 20 of the Exchange Act (a "Control Person") arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any United States Federal or state court located in the State Borough of Manhattan, The City of New York, State of New York (ii) waivesa "New York Court"), to the fullest extent it may effectively do so, and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, irrevocably waives any objection based on the absence of a necessary or indispensable party in any such proceeding and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court Court or in any foreign court. To the extent permitted by law, each of the Company hereby waives any objection to the enforcement by any competent foreign court of any judgment validly obtained in The Netherlandsany such proceeding. The Selling Stockholder has appointed Company designates and appoints CT Corporation Service Company, Albany, System in New York, York City as its authorized agent (the “"Authorized Agent”") upon whom which process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court Court by any Underwriter or by any person who controls any UnderwriterControl Person, expressly consent consents to the non- exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointments shall be irrevocable. The Selling Stockholder Company represents and warrants that the its Authorized Agent has agreed to act as such said agent for service of process and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such the Authorized Agent (or any successor) and written notice of such service of process to the Selling Stockholder it shall be deemed, in every respect, effective service of process upon the Selling StockholderCompany. Notwithstanding the foregoing, any action based on this Agreement or the transactions contemplated hereby may be instituted by any Underwriter or any Control Person in any competent foreign court. The provisions of this Section 10 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) The Company agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal state or federal court located in the State The City of New York, (ii) waivesNew York, to the fullest extent it may effectively do so, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding proceeding, and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to preCompany expressly accepts the non-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the exclusive jurisdiction of any such court in respect of any such actionsuit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Cell Therapeutics, Inc. By: Name: Xxxxx X. Xxxxxx Title: Executive VP, Finance & Administration Accepted as of the date hereof: [INVESTOR] By: Name: Title: APPENDIX A CELL THERAPEUTICS, INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE [5.75]% CONVERTIBLE SENIOR NOTES DUE 2011 NOTICE Cell Therapeutics, Inc. (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s [5.75]% Convertible Senior Notes due 2011 (CUSIP No. [ ]) (the “Notes”), and waives common stock, no par value (the “Common Stock”), issuable upon conversion of the Notes (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of December 11, 2007 (the “Registration Rights Agreement”), between the Company and the investors signatory thereto. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. ELECTION The undersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item III (unless otherwise specified under Item III). The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Company, any underwriter, each other Holder, their respective officers, directors, partners, employees, representatives and agents, and each person, if any, who controls the Company, any underwriter and any other requirements Holder within the meaning of either Section 15 of the Securities Act or objections to personal jurisdiction Section 20 of the Exchange Act, from and against certain losses arising in connection with respect theretostatements concerning the Selling Securityholder made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire. The Selling Stockholder Securityholder hereby provides the following information and represents and warrants that the Authorized Agent has agreed to act as such agent for service of process information is accurate and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholder.complete: QUESTIONNAIRE

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any the Underwriter or by any person who controls any the Underwriter arising out of or based upon relating to this Agreement or the transactions contemplated hereby may be instituted in any Federal federal or state court located in the Borough of Manhattan, The City of New York, the State of New York, (ii) York and irrevocably waives, to the fullest extent it may effectively do sopermitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and (iii) any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such courts court in any such suit, action or proceeding. The Selling Stockholder irrevocably waives To the extent that the Company has or hereafter may acquire any immunity to (on the grounds of sovereignty or otherwise) from the jurisdiction to which it may otherwise be entitled of any court or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in from any legal process with respect to itself or its property in respect of its obligations under this Agreement, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandsproceeding. The Selling Stockholder has appointed Corporation Service Company (i) irrevocably designates and appoints its Chief Financial Officer from time to time located at its principal executive offices at 00 Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000 (together with any successor, the “Company, Albany, New York’s Authorized Agent”), as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any such suit, action arising out or proceeding described in the first sentence of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such action, Section 10 and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Company’s Authorized Agent has agreed to act as accepted such agent for designation and (ii) agrees that service of process upon the Company’s Authorized Agent and written notice of said service to the Company mailed or delivered to its Secretary at its registered office at 0 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of the Company’s Authorized Agent in full force and effect so long as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers any of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder Shares shall be deemed, in every respect, effective service of process upon the Selling Stockholderissued and outstanding.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company and each Selling Shareholder irrevocably submits to the non-exclusive jurisdiction of the parties hereto irrevocably (i) agrees that any legal New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement or the transactions contemplated hereby may be instituted in any Federal court located in offering of the State of New York, (ii) Shares. The Company and each Selling Shareholder irrevocably waives, to the fullest extent it may effectively do sopermitted by law, any objection which it they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and (iii) submits to any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Company hereby irrevocably appoints Xxxxx X. Xxxxx, 0000 XxXxx Xxxxx, M/S 54SJ Xxx Xxxx, XX 00000-0000, Xxxxxx Xxxxxx as its agent for service of process in any suit, action or proceeding described in the non-exclusive jurisdiction preceding paragraph and agrees that service of such courts process in any such suit, action or proceedingproceeding may be made upon it at the office of such agent. The Each Selling Stockholder Shareholder hereby irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) appoints as its agent for service of process in any legal suit, action or proceeding against it arising out described in the preceding paragraph and agrees that service of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action arising out of or based on this Agreement or the transactions contemplated hereby which proceeding may be instituted in any New York court by any Underwriter or by any person who controls any Underwritermade upon it at the office of such agent. The Company and each Selling Shareholder waives, expressly consent to the jurisdiction of any such court in respect of any such actionfullest extent permitted by law, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company and each Selling Stockholder Shareholder represents and warrants that the Authorized Agent such agent has agreed to act as such its agent for service of process process, and the Company and each Selling Shareholder agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or Notwithstanding the foregoing, any successor) and written notice of such service to action based on this Agreement may be instituted by the Selling Stockholder shall be deemed, Underwriters in every respect, effective service of process upon the Selling Stockholderany competent court in The Netherlands.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company hereby irrevocably submits to the exclusive jurisdiction of the parties hereto irrevocably U.S. federal and state courts in the Borough of Manhattan in The City of New York (ieach, a “New York Court”) agrees that in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the ADSs or the any transactions contemplated hereby may be instituted in any Federal court located in hereby. The Company and each of the State of New York, (ii) waives, to the fullest extent it may effectively do so, Company’s Controlled Entities irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the ADSs or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding and in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (iiion the grounds of sovereignty or otherwise) submits from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the non-exclusive jurisdiction fullest extent permitted by law, such immunity in respect of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New Yorkappoints Cogency Global Inc., as its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon whom which process may be served in any such action arising out of suit or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionproceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants agree that the Authorized Agent has agreed to act as such agent for service of process and in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect as aforesaidfor a period of seven years from the date of this Agreement. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemedTO THE FULLEST EXTENT PERMITTED BY LAW, in every respect, effective service of process upon the Selling StockholderANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Company hereby irrevocably submits to the exclusive jurisdiction of the parties hereto irrevocably (i) agrees that New York Courts in any legal suit, action suit or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Offered Securities, or the any transactions contemplated hereby may be instituted in any Federal court located in hereby. The Company and each of the State of New York, (ii) waives, to the fullest extent it may effectively do so, Company’s Subsidiaries irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Offered Securities, or any transactions contemplated hereby in the New York Courts, and (iii) submits irrevocably and unconditionally waives, to the non-exclusive fullest extent permitted by law, and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such courts immunity in respect of any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) appoints Cogency Global Inc. as its respective authorized agent in any legal suit, action or proceeding against it arising out the Borough of or based on this Agreement or the transactions contemplated hereby which is instituted Manhattan in any The City of New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any such action arising out suit or proceeding, and agree that service of or based on this Agreement or the transactions contemplated hereby which may be instituted process in any New York court manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any Underwriter or manner permitted by any person who controls any Underwriterapplicable law upon the Company, expressly consent to as the jurisdiction of case may be, in any such court in respect of any such action, and waives any other requirements of suit or objections to personal jurisdiction with respect theretoproceeding. The Selling Stockholder Company represents and warrants that the Authorized Agent such agent has agreed to act as such the Company’s agent for service of process process, and further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect. It is understood that this Section 12 shall remain operative and in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State regardless of New York. The Selling Stockholder will notify the Managers any termination of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderthis Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to To the fullest extent it may effectively do sopermitted by applicable law, each of eircom Funding, the Company, any objection which it may now or hereafter have to the laying of venue of any such proceeding Note Guarantor and (iii) Holdings irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such courts suit or proceeding may be determined in any such suitcourt. Each of eircom Funding, action the Company, any Note Guarantor and Holdings, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and has irrevocably designated and appointed CT Corporation System (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such suit or proceeding. The Selling Stockholder Each of eircom Funding, the Company, any Note Guarantor and Holdings represents that it has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same in writing. Each of eircom Funding, the Company, any Note Guarantor and Holdings has irrevocably waives authorized and directed its Authorized Agent to accept such service. Each of eircom Funding, the Company, any Note Guarantor and Holdings further agrees that service of process upon its Authorized Agent and written notice of said service to eircom Funding, the Company, any Note Guarantor and Holdings, as the case may be, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon eircom Funding, the Company, any Note Guarantor and Holdings, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. Each of eircom Funding, the Company, any Note Guarantor and Holdings agrees, to the fullest extent permitted by law, that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Each of eircom Funding, the Company, any Note Guarantor and Holdings hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityincluding, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement Indenture, the Notes or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandshereby. The Selling Stockholder has appointed Corporation Service provisions of this Section 12.9 are intended to be effective upon the execution of this Indenture and the Notes without any further action by eircom Funding, the Company, Albanyany Note Guarantor and Holdings and, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionfullest extent permitted by law, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment introduction of a successor Authorized Agent prior true copy of this Indenture into evidence shall be conclusive and final evidence as to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholdermatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement or and the transactions contemplated hereby and thereby may be instituted in any Federal federal or state court located in the Borough of Manhattan, The City of New York, the State of New York, (ii) York and irrevocably waives, to the fullest extent it may effectively do sopermitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and (iii) any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such courts court in any such suit, action or proceeding. The Selling Stockholder Company (i) irrevocably waives designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (together with any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunitysuccessor, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York"AUTHORIZED AGENT"), as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any such suit, action arising out or proceeding described in the first sentence of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such action, Article 4 and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as accepted such agent for designation and (ii) agrees that service of process upon the Authorized Agent and written notice of said service to the Company (mailed or delivered to Carrier 1 International S.A., c/o Carrier1 International GmbH, at Xxxxxxxxxxxxxx 00, XX-0000, Xxxxxx, Xxxxxxxxxxx, Attention: General Counsel), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect so long as aforesaidany of the Shares shall be outstanding. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, unless and until a successor has been appointed as the Authorized Agent parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in the State accordance with normal banking procedures MSIL could purchase United States dollars with such other currency in The City of New YorkYork on the business day preceding that on which final judgment is given. The Selling Stockholder will notify the Managers obligations of the appointment Company in respect of any sum due from it to any Underwriter shall, notwithstanding any judgment in a successor Authorized Agent currency other than United States dollars, be discharged only if and to the extent on the first business day following receipt by such Underwriter of any sum adjudged to be so due in such other currency, such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Company (but without duplication) an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such appointment taking effect. Service immunity in respect of process upon such Authorized Agent (or any successor) and written notice of such service its obligations under the above-referenced documents, to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholderextent permitted by law.

Submission to Jurisdiction; Appointment of Agent for Service. (a) a)Each of parties hereto irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement or the offering. Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do sopermitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that any party hereto has or hereafter may acquire any immunity (iiion the grounds of sovereignty or otherwise) submits from the jurisdiction of any court or from any legal process with respect to itself or its property, each such party irrevocably waives, to the non-exclusive jurisdiction fullest extent permitted by law, such immunity in respect of such courts in any such suit, action or proceeding. Intel Capital (Cayman) Corporation hereby irrevocably appoints The Selling Stockholder Corporation Trust Company, with offices at Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, and each of the other Sellers hereby irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled appoints AVG Technologies USA, Inc., with offices at 0 Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 (including sovereign immunityeach, immunity to pre-judgment attachmentan “Authorized Agent”), post-judgment attachment and execution) as its agent for service of process in any legal suit, action or proceeding against it arising out described in the preceding paragraph and agrees that service of or based on this Agreement or the transactions contemplated hereby which is instituted process in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served manner permitted by applicable laws in any such suit, action arising out of or based on this Agreement or the transactions contemplated hereby which proceeding may be instituted in any New York court by any Underwriter or by any person who controls any Underwritermade upon it at the office of such agent. Each of the Sellers waives, expressly consent to the jurisdiction of any such court in respect of any such actionfullest extent permitted by law, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder Each of the Sellers represents and warrants that the its Authorized Agent has agreed to act as such its agent for service of process process, and each of the Sellers agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New Yorkeffect. The Selling Stockholder will notify the Managers Each of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service Sellers agrees that service of process upon such its Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholdersuch Seller.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each The Sellers irrevocably submit to the non-exclusive jurisdiction of the parties hereto irrevocably (i) agrees that any legal New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon relating to this Agreement Agreement, the Prospectus, the Registration Statement, or the transactions contemplated hereby offering of the Shares. The Sellers irrevocably appoint SMART Technologies Corporation, at its office located at 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in The City of New York (the “Authorized Agent”) upon which process may be instituted served in any Federal court located such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Sellers by the person serving the same to the address provided in Section 19, shall be deemed in every respect effective service of process upon the State Sellers in any such suit or proceeding. The Sellers further agree to take any and all action as may be necessary to maintain such designation and appointment of New York, (ii) waivessuch agent in full force and effect for a period of seven years from the date of this Agreement. The Sellers irrevocably waive, to the fullest extent it may effectively do sopermitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Sellers have or hereafter may acquire any immunity (iiion the grounds of sovereignty or otherwise) submits from the jurisdiction of any court or from any legal process with respect to itself or its property, the Sellers irrevocably waive, to the non-exclusive jurisdiction fullest extent permitted by law, such immunity in respect of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity Each Underwriter agrees, severally and not jointly, to jurisdiction mail or deliver to which it may otherwise be entitled or become entitled (including sovereign immunitySellers, immunity to pre-judgment attachmentat the respective addresses set forth in Section 19 hereof, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction a copy of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that process served upon the Authorized Agent has agreed to act as by such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling StockholderUnderwriter.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) The Company agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal state or federal court located in the State The City of New York, (ii) waivesNew York, to the fullest extent it may effectively do so, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding proceeding, and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to preCompany expressly accepts the non-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the exclusive jurisdiction of any such court in respect of any such actionsuit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Concord Communications, Inc. By: /s/ Melissa H. Cruz ------------------------------- Name: Melissa H. Cruz Title: Xxxxxxxxx Xxxx President of Business Services, Chief Financial Officer and Treasurer Accepted as of the date hereof: Bear, Stearns & Co. Inc. By: /s/ Stephen Parish ------------------------------------- Xxme: Stephen Parish Title: Senior Managing Director APPENDIX A CONCORD COMMUNICATIONS, INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE 3.0% CONVERTIBLE SENIOR NOTES DUE 2023 NOTICE Concord Communications, Inc. (the "Company") has filed, or intends shortly to file, with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 or such other Form as may be available (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Company's Convertible Senior Notes due 2023 (CUSIP No. 206186AA6) (the "Notes"), and waives any other requirements common stock, par value $0.01 per share, xxxxxxxx upon conversion thereof (the "Shares" and together with the Notes, the "Transfer Restricted Securities") in accordance with the terms of the Registration Rights Agreement, dated as of December 8, 2003 (the "Registration Rights Agreement") between the Company and Bear, Stearns & Co. Inc. A copy of the Registration Rights Agreement is avaixxxxx xrom the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing otherwise dispose of any and all documents and instrumentsTransfer Restricted Securities pursuant to the Shelf Registration Statement, that may a beneficial owner of Transfer Restricted Securities generally will be necessary required to continue such appointment in full force and effect be named as aforesaid, unless and until a successor has been appointed as the Authorized Agent Selling Securityholder in the State related Prospectus, deliver a Prospectus to purchasers of New York. The Selling Stockholder will notify the Managers Transfer Restricted Securities, be subject to certain civil liability provisions of the appointment Securities Act and be bound by those provisions of a successor Authorized Agent the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Election and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt PRIOR TO OR ON THE 20TH CALENDAR DAY FROM THE RECEIPT HEREOF (the "Election and Questionnaire Deadline"). Beneficial Owners that do not complete and return this Election and Questionnaire prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) the Election and written notice of such service Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Stockholder shall Securityholders in the Shelf Registration Statement and, therefore, will not be deemedpermitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in every respect, effective service of process upon the Selling StockholderShelf Registration Statement and the related Prospectus.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to To the fullest extent it may effectively do sopermitted by applicable law, any objection which it may now or hereafter have to each of the laying Issuer and the Guarantors not organized under the laws of venue the United States of any such proceeding and (iii) America, if any, irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes and the Subsidiary Guarantees, if applicable, and irrevocably agrees that all claims in respect of such courts suit or proceeding may be determined in any such suitcourt. Each of the Issuer and each such Guarantor, action to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and each of the Issuer and each such Guarantor acknowledges that it has, by separate written instrument, (i) irrevocably designated and the Parent Guarantor (the “Authorized Agent”) (and any successor entity) as its authorized agent upon whom process may be served in any such suit or proceeding, (ii) irrevocably authorized and directed the Authorized Agent to accept such service and (iii) agreed that service of process upon the Authorized Agent and written notice of said service to it mailed by first class mail or delivered to the Authorized Agent shall be deemed in every respect effective service of process upon them in any such suit or proceeding. The Selling Stockholder If the Authorized Agent ceases to exist, the Issuer and each such Guarantor agree (i) to irrevocably waives designate and appoint such other U.S. process agent (the “Replacement Agent”) as its authorized agent upon whom process may be served in any such suit or proceeding, (ii) to irrevocably authorized and direct the Replacement Agent to accept such service and (iii) that service of process upon the Replacement Agent and written notice of said service to it mailed by first class mail or delivered to the Replacement Agent shall be deemed in every respect effective service of process upon them in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. Each of the Issuer and each such Guarantor agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Each of the Issuer and each such Guarantor hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityincluding, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement Indenture, the Notes or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandshereby. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (provisions of this Section 12.09 are intended to be effective upon the “Authorized Agent”) upon whom process may be served in execution of this Indenture and the Notes without any such further action arising out of by the Issuer or based on this Agreement any Guarantor or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to Trustee and the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment introduction of a successor Authorized Agent prior true copy of this Indenture into evidence shall be conclusive and final evidence as to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholdermatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each In further consideration of the parties hereto agreement of the Placement Agents herein contained, the Company agrees and covenants as follows: The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder Company brought by any Underwriter or by any person who controls any Underwriter Placement Agent arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any United States Federal or state court located in the State Borough of Manhattan, The City of New York, State of New York (ii) waivesa "New York Court"), to the fullest extent it may effectively do so, and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court Court or in any foreign court. To the extent permitted by law, the Company hereby waives any objection to the enforcement by any competent foreign court of any judgment validly obtained in The Netherlandsany such proceeding. The Selling Stockholder has appointed Company designates and appoints CT Corporation Service CompanySystem, Albany111 Eighth Avenue, 13th Floor, New York, New York 10011 as its authorized agent authorxxxx xxxxx (the “Authorized Agent”xxx "Xxxxxxxxxx Xxxxx") upon whom process xxxx xxxxx xxxxxxx may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court Court by any Underwriter or by any person who controls any UnderwriterPlacement Agent, expressly consent consents to the non-exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder Company represents and warrants that the its Authorized Agent has agreed to act as such said agent for service of process and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such the Authorized Agent (or any successor) and written notice of such service of process to the Selling Stockholder it shall be deemed, in every respect, effective service of process upon the Selling StockholderCompany. Notwithstanding the foregoing, any action based on this Agreement or the transactions contemplated hereby may be instituted by any Placement Agent in any competent foreign court. The provisions of this Section 11.7 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each 172 To the fullest extent permitted by applicable Law, each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture and the Notes and irrevocably agrees that all claims in respect of such courts suit or proceeding may be determined in any such suitcourt. The Issuer, action the Affiliate Issuer and each Guarantor, to the fullest extent permitted by applicable Law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding, and irrevocably and fully waives any right to trial by jury, and each of the Issuer, the Affiliate Issuer and each Guarantor (other than any Guarantor incorporated in the State of New York) shall irrevocably designate and appoint Virgin Media (the “Registered Agent”) (whose registered office as of the date hereof is Virgin Media Inc. 0000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, XX 00000, XXX), as its registered agent upon whom process may be served in any such suit or proceeding. This designation shall remain in place unless it is substituted by the Issuer or the Affiliate Issuer with written notice to all parties hereto. Each of the Issuer, the Affiliate Issuer and each Guarantor (other than any Guarantor incorporated in the State of New York) will notify the Registered Agent of such designation and appointment and that the Registered Agent has accepted the same in writing. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Selling Stockholder Issuer, the Affiliate Issuer and each Guarantor (other than any Guarantor incorporated in the State of New York) will further agree that service of process upon its Registered Agent and written notice of said service to the Issuer, the Affiliate Issuer or such Guarantor mailed by first class mail or delivered to its Registered Agent shall be deemed in every respect effective service of process upon the Issuer, the Affiliate Issuer and such Guarantor in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by Law. The Issuer, the Affiliate Issuer and each Guarantor agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer, the Affiliate Issuer and each Guarantor hereby irrevocably waives waives, to the extent permitted by Law, any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityincluding, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement Indenture, the Notes or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandshereby. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (provisions of this Section 13.09 are intended to be effective upon the “Authorized Agent”) upon whom process may be served in execution of this Indenture and the Notes without any such further action arising out of or based on this Agreement by the Issuer or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to Trustee and the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment introduction of a successor Authorized Agent prior true copy of this Indenture into evidence shall be conclusive and final evidence as to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholdermatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to To the fullest extent it may effectively do sopermitted by applicable law, each of the Company, eircom and any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) Additional Note Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such courts suit or proceeding may be determined in any such suitcourt. Each of the Company, action eircom and any Additional Note Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and has irrevocably designated and appointed CT Corporation System (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such suit or proceeding. The Selling Stockholder Each of the Company, eircom and any Additional Note Guarantor represents that it has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same in writing. Each of the Company, eircom and any Additional Note Guarantor has irrevocably waives authorized and directed its Authorized Agent to accept such service. Each of the Company, eircom and any Additional Note Guarantor further agrees that service of process upon its Authorized Agent and written notice of said service to the Company, eircom and any Additional Note Guarantor, as the case may be, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Company, eircom and any Additional Note Guarantor, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. Each of the Company, eircom and any Additional Note Guarantor agrees, to the fullest extent permitted by law, that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Each of the Company, eircom and any Additional Note Guarantor hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunityincluding, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement Indenture, the Notes or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandshereby. The Selling Stockholder has appointed Corporation Service provisions of this Section 12.9 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Company, Albanyeircom, New Yorkor any Additional Note Guarantor and, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such actionfullest extent permitted by law, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment introduction of a successor Authorized Agent prior true copy of this Indenture into evidence shall be conclusive and final evidence as to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholdermatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the parties hereto The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Selling Stockholder it brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlandsthe Cayman Islands. The Selling Stockholder Company has appointed Corporation Service CompanyGlobal Indemnity Group, Albany, New YorkInc., as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder Company will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder Company shall be deemed, in every respect, effective service of process upon the Selling StockholderCompany.