DRAFT: CMH/JJXC 12 January 2012 JOINT VENTURE LETTER [e] January 2012 From: I.W.Osborne (HK) Limited of 4603-4609, 46th Floor, Jardine House, One Connaught Place, Central, Hong Kong with registration number 1581594 To: [Jacob Burda Investment Vehicle] of [.], each being a Tarty" and together being the "Parties" This letter sets out the arrangements between the Parties in the event of death or incapacity of either Ian Osborne or Jacob Burda (each being a "Director and together being the "Directors') or a deadlock situation (as defined below) in respect of Hedosophia Alpha Limited (the "Company"). 1. Death: In the event of the death of one of the Directors, each Party agrees that: (A) the voting interest, in respect of the ordinary shares in the Company ("ordinary shares") held by the party connected with the deceased Director (the 'Deceased Director Party"), will be exercisable by or on behalf of the other Party and will not be exercisable by or on behalf of any other person, including, but not limited to, the estate of the Deceased Director Party; and (B) the ownership (including the economic interest) of the ordinary shares held by the Deceased Director Party, will otherwise remain with the deceased Director Party. 2. Incapacity: In the event of the incapacity of one of the Directors to carry out his responsibilities as shareholder or, as the case may be, director of the Company, each Party agrees that: (A) the voting interest, in respect of the ordinary shares in the Company held by party connected to the incapacitated Director (the 'Incapacitated Director Party"), will be exercisable by or on behalf of the other Party and will not be exercisable by or on behalf of any other person; and (B) the ownership (including the economic interest), of the ordinary shares held by the Incapacitated Director Party will otherwise remain with such Incapacitated Director Party. Incapacity of a Director shall mean that Director being certified b