Common use of Exchange Offer Registration Clause in Contracts

Exchange Offer Registration. Rights In connection with the issuance of the Notes, the Company and the Initial Purchasers will enter into an agreement for your benefit obligating the Company to file a registration statement with the SEC so that you can exchange the Notes for registered notes having substantially the same terms as the Notes and evidencing the same indebtedness as the Notes (referred to in this offering memorandum as the “Exchange Notes”). The Company will use its commercially reasonable efforts to file a registration statement and to cause it to be declared effective by the SEC within 365 days after the issuance of the Notes, and to cause the exchange to be completed within 30 business days following effectiveness of such registration statement. The Company has agreed to use its commercially reasonable efforts to file a shelf registration statement for the resale of the Notes if it cannot effect the exchange offer within the time period listed above and in other circumstances described under “Description of Notes— Registration Rights.” You will be entitled to the payment of additional interest if the Company does not comply with these obligations within the specified time periods. Transfer Restrictions The Notes have not been registered under the Securities Act or under any state securities laws of the United States and will be subject to certain restrictions on transfer and resale. See “Transfer Restrictions.” Listing Application will be made for a listing of the Notes on the Hong Kong Stock Exchange and we have received a confirmation from the Hong Kong Stock Exchange of the eligibility of a listing of the Notes by way of debt issues to Professional Investors only on the Hong Kong Stock Exchange. Form, Denomination and Registration ............................... The Notes will be issued only in fully registered form, without coupons, in minimum denominations of US$200,000 of principal amount and integral multiples of US$1,000 in excess thereof and will be initially represented by one or more global notes registered in the name of a nominee of The Depository Trust Company. Book-Entry Only The Notes will be issued in book-entry form through the facilities of Cede & Co. as nominee of The Depository Trust Company for the accounts of its participants, including Euroclear and Clearstream, Luxembourg. For a description of certain factors relating to clearance and settlement, see “Description of Notes—Book-Entry, Delivery and Form.” Delivery of the Notes The Company expects to make delivery of the Notes, against payment in same-day funds, on or about September 23, 2021, which is the tenth business day after the date of this offering memorandum. See “Plan of Distribution.” Security Codes 2027 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AM7 G7801R AF6 ISIN US80007RAM79 USG7801RAF67 2029 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AP0 G7801R AG4 ISIN US80007RAP01 USG7801RAG41 2031 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AR6 G7801R AH2 ISIN US80007RAR66 USG7801RAH24 Trustee for the Notes U.S. Bank National Association. Registrar, Transfer Agent and Principal Paying Agent U.S. Bank National Association.

Exchange Offer Registration. Rights The Company shall, at its cost, use its reasonable best efforts to prepare and, not later than 60 days after (or if the 60th day is not a business day, the first business day thereafter) the Issue Date (as defined in the Indenture) of the Notes, file with the Securities and Exchange Commission (the "Commission"), a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of Transfer Restricted Notes (as defined below), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Notes, a like aggregate principal amount of debt securities (the "Exchange Notes") of the Company issued under the Indenture and identical in all material respects to the Notes (except for the transfer restrictions relating to the Notes) that would be registered under the Securities Act. The Company shall use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 150 days (or if the 150th day is not a business day, the first business day thereafter) after the Issue Date of the Notes and shall keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer 20 business days after the commencement thereof; provided, however, that the Company has accepted all the Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Notes electing to exchange the Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Notes in the ordinary course of such Holder's business, has no arrangements with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. In connection with such Registered Exchange Offer, the Company shall take such further action, including, without limitation, appropriate filings under state securities laws, as may be necessary to realize the foregoing objective subject to the proviso of Section 3(h). The Company acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that is a broker-dealer electing to exchange Notes, acquired for its own account as a result of market making activities or other trading activities, for Exchange Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and in Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) Lazard selling Exchange Notes acquired in exchange for Notes constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Notes; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer, such period shall be the lesser of 180 days after the expiration date of the Registered Exchange Offer and the date on which all Exchanging Dealers have sold all Exchange Notes held by them (unless such period is extended pursuant to Section 3(j) below), and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Notes for a period not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, Lazard holds Notes which constitute some or all of its compensation in the form of Notes under the Placement Agreement, the Company, simultaneously with the delivery of the Exchange Notes pursuant to the Registered Exchange Offer, shall issue and deliver to Lazard upon the written request of Lazard in exchange (the "Private Exchange") for the Notes held by Lazard, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States) to the Notes (the "Private Exchange Notes"). The Notes, the Exchange Notes and the Private Exchange Notes are herein collectively called the "Securities". In connection with the issuance of the NotesRegistered Exchange Offer, the Company and the Initial Purchasers will enter into an agreement for your benefit obligating the Company to file a registration statement with the SEC so that you can exchange the Notes for registered notes having substantially the same terms as the Notes and evidencing the same indebtedness as the Notes (referred to in this offering memorandum as the “Exchange Notes”). The Company will use its commercially reasonable efforts to file a registration statement and to cause it to be declared effective by the SEC within 365 days after the issuance of the Notes, and to cause the exchange to be completed within 30 business days following effectiveness of such registration statement. The Company has agreed to use its commercially reasonable efforts to file a shelf registration statement for the resale of the Notes if it cannot effect the exchange offer within the time period listed above and in other circumstances described under “Description of Notes— Registration Rights.” You will be entitled to the payment of additional interest if the Company does not comply with these obligations within the specified time periods. Transfer Restrictions The Notes have not been registered under the Securities Act or under any state securities laws of the United States and will be subject to certain restrictions on transfer and resale. See “Transfer Restrictions.” Listing Application will be made for a listing of the Notes on the Hong Kong Stock Exchange and we have received a confirmation from the Hong Kong Stock Exchange of the eligibility of a listing of the Notes by way of debt issues to Professional Investors only on the Hong Kong Stock Exchange. Form, Denomination and Registration ............................... The Notes will be issued only in fully registered form, without coupons, in minimum denominations of US$200,000 of principal amount and integral multiples of US$1,000 in excess thereof and will be initially represented by one or more global notes registered in the name of a nominee of The Depository Trust Company. Book-Entry Only The Notes will be issued in book-entry form through the facilities of Cede & Co. as nominee of The Depository Trust Company for the accounts of its participants, including Euroclear and Clearstream, Luxembourg. For a description of certain factors relating to clearance and settlement, see “Description of Notes—Book-Entry, Delivery and Form.” Delivery of the Notes The Company expects to make delivery of the Notes, against payment in same-day funds, on or about September 23, 2021, which is the tenth business day after the date of this offering memorandum. See “Plan of Distribution.” Security Codes 2027 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AM7 G7801R AF6 ISIN US80007RAM79 USG7801RAF67 2029 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AP0 G7801R AG4 ISIN US80007RAP01 USG7801RAG41 2031 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AR6 G7801R AH2 ISIN US80007RAR66 USG7801RAH24 Trustee for the Notes U.S. Bank National Association. Registrar, Transfer Agent and Principal Paying Agent U.S. Bank National Association.shall:

Exchange Offer Registration. Rights In connection (a) The Issuer shall file with the SEC, on or before the Exchange Filing Deadline, a Registration Statement (the "EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate registration form under the Securities Act with respect to a registered offer (the "EXCHANGE OFFER") to exchange any or all of the Registrable Notes for a like aggregate principal amount of notes of the Issuer that are identical in all material respects to the Notes, except that the Exchange Notes shall have been registered, contain no restrictive legend thereon and omit provisions relating to Additional Interest (the "EXCHANGE NOTES"), and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable law. The Issuer shall use its reasonable best efforts to: (x) cause the Exchange Offer Registration Statement to be declared effective under the Securities Act as soon as practicable after the date on which it was filed (the "EXCHANGE FILING DATE"), but not later than the Exchange Effectiveness Date; (y) keep the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 60th day following the date on which the Exchange Offer Registration Statement is declared effective by the SEC. If, after the Exchange Offer Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the NotesExchange Notes thereunder is prevented by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, the Company and Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Notwithstanding anything to the Initial Purchasers will enter into an agreement for your benefit obligating the Company to file a registration statement with the SEC so that you can exchange the Notes for registered notes having substantially the same terms as the Notes and evidencing the same indebtedness as the Notes (referred to contrary in this offering memorandum as Agreement, at any time, the “Exchange Notes”). The Company will use its commercially Issuer may delay the filing of any Registration Statement or delay or suspend the effectiveness thereof, for a reasonable efforts to file a registration statement and to cause it to be declared effective by period of time, but not in excess of an aggregate of 90 days in any consecutive twelve month period, if the SEC within 365 days after the issuance Board of Managers of the NotesIssuer determine in good faith that the filing of any such Registration Statement (or the effectiveness or continuing effectiveness thereof) would require the disclosure of non-public material information that, and to cause in the exchange to be completed within 30 business days following effectiveness of such registration statement. The Company has agreed to use its commercially reasonable efforts to file a shelf registration statement for the resale judgment of the Notes if it cannot effect Board of Managers of the exchange offer within the time period listed above and in other circumstances described under “Description of Notes— Registration Rights.” You will Issuer, would be entitled detrimental to the payment of additional interest Issuer if the Company does not comply with these obligations within the specified time periods. Transfer Restrictions The Notes have not been registered under the Securities Act so disclosed or under any state securities laws of the United States and will be subject to certain restrictions on transfer and resale. See “Transfer Restrictionswould otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.” Listing Application will be made for a listing of the Notes on the Hong Kong Stock Exchange and we have received a confirmation from the Hong Kong Stock Exchange of the eligibility of a listing of the Notes by way of debt issues to Professional Investors only on the Hong Kong Stock Exchange. Form, Denomination and Registration ............................... The Notes will be issued only in fully registered form, without coupons, in minimum denominations of US$200,000 of principal amount and integral multiples of US$1,000 in excess thereof and will be initially represented by one or more global notes registered in the name of a nominee of The Depository Trust Company. Book-Entry Only The Notes will be issued in book-entry form through the facilities of Cede & Co. as nominee of The Depository Trust Company for the accounts of its participants, including Euroclear and Clearstream, Luxembourg. For a description of certain factors relating to clearance and settlement, see “Description of Notes—Book-Entry, Delivery and Form.” Delivery of the Notes The Company expects to make delivery of the Notes, against payment in same-day funds, on or about September 23, 2021, which is the tenth business day after the date of this offering memorandum. See “Plan of Distribution.” Security Codes 2027 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AM7 G7801R AF6 ISIN US80007RAM79 USG7801RAF67 2029 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AP0 G7801R AG4 ISIN US80007RAP01 USG7801RAG41 2031 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AR6 G7801R AH2 ISIN US80007RAR66 USG7801RAH24 Trustee for the Notes U.S. Bank National Association. Registrar, Transfer Agent and Principal Paying Agent U.S. Bank National Association.

Exchange Offer Registration. Rights In connection The Company and the Guarantors agree, on or prior to one-hundred eighty days (180) days after the Issue Date, to prepare and file with the issuance Commission a registration statement under the Securities Act on an appropriate form relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Notes, Notes for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Initial Purchasers will enter into an agreement for your benefit obligating the Company Guarantors which debt securities and guarantees are substantially identical to file a registration statement with the SEC so that you can exchange the Notes for registered notes having substantially the same terms as the Notes and evidencing the same indebtedness as Guarantees (and are entitled to the Notes benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act (referred to in this offering memorandum as the such new debt securities, together with such guarantees, hereinafter called “Exchange NotesSecurities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree to use its commercially their respective reasonable best efforts to file a registration statement and cause the Exchange Registration Statement filed pursuant to cause it this Section 2.1(a) to be declared effective by the SEC within 365 days after the issuance of the Notes, and to cause the exchange to be completed within 30 business days following effectiveness of such registration statement. The Company has agreed to use its commercially reasonable efforts to file a shelf registration statement for the resale of the Notes if it cannot effect the exchange offer within the time period listed above and in other circumstances described under “Description of Notes— Registration Rights.” You will be entitled to the payment of additional interest if the Company does not comply with these obligations within the specified time periods. Transfer Restrictions The Notes have not been registered under the Securities Act as promptly as practicable after filing, but in no event later than one-hundred eighty (180) days after the Issue Date. As soon as practicable following the Effective Date of the Exchange Registration Statement, but in any event within three (3) Business Days of such date, the Company shall notify the Holders of the effectiveness of the Exchange Registration Statement. When effective, the Exchange Registration Statement (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in the Exchange Registration Statement, in the light of the circumstances under which a statement is made). The Company and the Guarantors further agree to use their respective reasonable best efforts to commence and complete the Exchange Offer on or prior to forty-five (45) days after such Exchange Registration Statement has become effective, hold the Exchange Offer open for not less than twenty (20) Business Days and exchange the Exchange Securities for all Notes that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the Exchange Securities received by Holders other than Restricted Holders in the Exchange Offer are, upon receipt, transferable by each such Holder without restriction under the Securities Act and the Exchange Act (subject to any state restrictions as a result of the Holder’s being Affiliates) and without material restrictions under blue sky or securities laws of a substantial majority of the States of the United States States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Notes pursuant to the Exchange Offer and will be subject (ii) the Company having exchanged, pursuant to certain restrictions on transfer the Exchange Offer, Exchange Securities for all Notes that have been properly tendered and resale. See “Transfer Restrictions.” Listing Application will be made for a listing not withdrawn before the expiration of the Notes Exchange Offer, which shall be on a date that is not less than twenty (20) Business Days following the Hong Kong Stock Exchange and we have received a confirmation from the Hong Kong Stock Exchange commencement of the eligibility of a listing of the Notes by way of debt issues to Professional Investors only on the Hong Kong Stock Exchange. Form, Denomination and Registration ............................... The Notes will be issued only in fully registered form, without coupons, in minimum denominations of US$200,000 of principal amount and integral multiples of US$1,000 in excess thereof and will be initially represented by one or more global notes registered in the name of a nominee of The Depository Trust Company. Book-Entry Only The Notes will be issued in book-entry form through the facilities of Cede & Co. as nominee of The Depository Trust Company for the accounts of its participants, including Euroclear and Clearstream, Luxembourg. For a description of certain factors relating to clearance and settlement, see “Description of Notes—Book-Entry, Delivery and FormExchange Offer.” Delivery of the Notes The Company expects to make delivery of the Notes, against payment in same-day funds, on or about September 23, 2021, which is the tenth business day after the date of this offering memorandum. See “Plan of Distribution.” Security Codes 2027 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AM7 G7801R AF6 ISIN US80007RAM79 USG7801RAF67 2029 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AP0 G7801R AG4 ISIN US80007RAP01 USG7801RAG41 2031 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AR6 G7801R AH2 ISIN US80007RAR66 USG7801RAH24 Trustee for the Notes U.S. Bank National Association. Registrar, Transfer Agent and Principal Paying Agent U.S. Bank National Association.

Exchange Offer Registration. Rights In (a) Xxxxxx xxx Xxxxxs B Exchange Offer shall not be permitted by applicable federal law (after the procedures set forth in Section 2(c)(i) below have been complied with), the Issuer shall (i) cause to be filed with the Commission, as promptly as practicable after the Closing Date and (subject to the provisions of Section 2(c)(i)) no later than 15 days after the Closing Date, the Exchange Offer Registration Statement, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 105 days after the Closing Date, (iii) in connection with the issuance foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the NotesSeries B Notes to be made under the "blue sky" laws of such jurisdictions as are necessary to permit consummation of the Series B Exchange Offer; PROVIDED, HOWEVER, that in no event shall the Company and the Initial Purchasers will enter into an agreement for your benefit obligating the Company Issuer be obligated to file a registration statement with the SEC qualify to do business in any jurisdiction where it is not now so that you can exchange the Notes for registered notes having substantially the same terms as the Notes and evidencing the same indebtedness as the Notes (referred to in this offering memorandum as the “Exchange Notes”). The Company will use its commercially reasonable efforts to file a registration statement and to cause qualified, or take any action which would subject it to be declared effective by the SEC within 365 days after the issuance general service of the Notesprocess or to taxation in any jurisdiction where it is not now so subject, and to cause (iv) upon the exchange to be completed within 30 business days following effectiveness of such registration statementExchange Offer Registration Statement, use its reasonable best efforts to commence and consummate the Series B Exchange Offer. The Company has agreed Series B Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes to use its commercially reasonable efforts to file a shelf registration statement be offered in exchange for the resale New Notes that are Transfer Restricted Notes. Each Holder that participates in the Series B Exchange Offer will be required to represent that any Series B Notes to be received by it will be acquired in the ordinary course of its business, that at the time of the consummation of the Series B Exchange Offer, such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Series B Notes if it canin violation of the provisions of the Securities Act, and that such Holder is not effect an affiliate of the exchange offer Issuer within the time period listed above and in other circumstances described under “Description meaning of Notes— Registration Rights.” You will be entitled to the payment of additional interest if the Company does not comply with these obligations within the specified time periods. Transfer Restrictions The Notes have not been registered under the Securities Act or under any state securities laws of the United States and will be subject to certain restrictions on transfer and resale. See “Transfer RestrictionsAct.” Listing Application will be made for a listing of the Notes on the Hong Kong Stock Exchange and we have received a confirmation from the Hong Kong Stock Exchange of the eligibility of a listing of the Notes by way of debt issues to Professional Investors only on the Hong Kong Stock Exchange. Form, Denomination and Registration ............................... The Notes will be issued only in fully registered form, without coupons, in minimum denominations of US$200,000 of principal amount and integral multiples of US$1,000 in excess thereof and will be initially represented by one or more global notes registered in the name of a nominee of The Depository Trust Company. Book-Entry Only The Notes will be issued in book-entry form through the facilities of Cede & Co. as nominee of The Depository Trust Company for the accounts of its participants, including Euroclear and Clearstream, Luxembourg. For a description of certain factors relating to clearance and settlement, see “Description of Notes—Book-Entry, Delivery and Form.” Delivery of the Notes The Company expects to make delivery of the Notes, against payment in same-day funds, on or about September 23, 2021, which is the tenth business day after the date of this offering memorandum. See “Plan of Distribution.” Security Codes 2027 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AM7 G7801R AF6 ISIN US80007RAM79 USG7801RAF67 2029 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AP0 G7801R AG4 ISIN US80007RAP01 USG7801RAG41 2031 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AR6 G7801R AH2 ISIN US80007RAR66 USG7801RAH24 Trustee for the Notes U.S. Bank National Association. Registrar, Transfer Agent and Principal Paying Agent U.S. Bank National Association.

Exchange Offer Registration. Rights In connection with To the issuance extent not prohibited by law (including, without limitation, any applicable interpretation of the NotesStaff of the SEC), the Company and shall use its best efforts (A) to file within 90 days after the Initial Purchasers will enter into an agreement for your benefit obligating Closing Date the Exchange Offer Registration Statement covering the offer by the Company to file a registration statement with the Holders to exchange all of the Registrable Securities (except Registrable Securities held by an Initial Purchaser and acquired directly from the Company if such Initial Purchaser is not permitted, in the reasonable opinion of counsel to the Initial Purchasers, pursuant to applicable law or SEC so that you can exchange interpretation, to participate in the Notes Exchange Offer) for registered notes having substantially the same terms as the Notes and evidencing the same indebtedness as the Notes Exchange Securities, (referred to in this offering memorandum as the “Exchange Notes”). The Company will use its commercially reasonable efforts to file a registration statement and B) to cause it such Exchange Offer Registration Statement to be declared effective by the SEC within 365 180 days after the issuance Closing Date, (C) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Notes, Exchange Offer and (D) to cause consummate the exchange Exchange Offer on or prior to the earlier of (x) the 30th day following the date on which the Exchange Offer Registration Statement is declared effective and (y) the 210th day following the Closing Date. The Exchange Securities will be completed within 30 business days following issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such registration statement. The Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f)) and broker-dealers who purchased Debt Securities directly from the Company has agreed to use its commercially reasonable efforts resell pursuant to file a shelf registration statement Rule 144A or any other available exemption under the 1933 Xxx) xxigible and electing to exchange Registrable Securities for the resale Exchange Securities (assuming that such Holder is not an affiliate of the Notes if it cannot effect Company, acquires the exchange offer Exchange Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any person to participate in the distribution (within the time period listed above meaning of the 1933 Xxx) xx Exchange Securities) to trade such Exchange Securities from and in other circumstances described under “Description of Notes— Registration Rights.” You will be entitled to the payment of additional interest if the Company does not comply with these obligations within the specified time periods. Transfer Restrictions The Notes have not been registered after their receipt without any limitations or restrictions under the Securities 1933 Act or and without material restrictions under any state the securities laws of a substantial proportion of the several states of the United States and will be subject to certain restrictions on transfer and resaleStates. See “Transfer Restrictions.” Listing Application will be made for a listing of In connection with the Notes on Exchange Offer, the Hong Kong Stock Exchange and we have received a confirmation from the Hong Kong Stock Exchange of the eligibility of a listing of the Notes by way of debt issues to Professional Investors only on the Hong Kong Stock Exchange. Form, Denomination and Registration ............................... The Notes will be issued only in fully registered form, without coupons, in minimum denominations of US$200,000 of principal amount and integral multiples of US$1,000 in excess thereof and will be initially represented by one or more global notes registered in the name of a nominee of The Depository Trust Company. Book-Entry Only The Notes will be issued in book-entry form through the facilities of Cede & Co. as nominee of The Depository Trust Company for the accounts of its participants, including Euroclear and Clearstream, Luxembourg. For a description of certain factors relating to clearance and settlement, see “Description of Notes—Book-Entry, Delivery and Form.” Delivery of the Notes The Company expects to make delivery of the Notes, against payment in same-day funds, on or about September 23, 2021, which is the tenth business day after the date of this offering memorandum. See “Plan of Distribution.” Security Codes 2027 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AM7 G7801R AF6 ISIN US80007RAM79 USG7801RAF67 2029 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AP0 G7801R AG4 ISIN US80007RAP01 USG7801RAG41 2031 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AR6 G7801R AH2 ISIN US80007RAR66 USG7801RAH24 Trustee for the Notes U.S. Bank National Association. Registrar, Transfer Agent and Principal Paying Agent U.S. Bank National Association.shall:

Exchange Offer Registration. Rights In connection with To the issuance extent not prohibited by any applicable law or applicable interpretation of the NotesStaff of the SEC, the Company and Issuer shall (A) file an Exchange Offer Registration Statement covering the Initial Purchasers will enter into an agreement for your benefit obligating offer by the Company Issuer to file a registration statement with the SEC so that you can Holders to exchange the all of their Registrable Notes for registered notes having substantially Exchange Notes within 120 calendar days after the same terms as the Notes and evidencing the same indebtedness as the Notes date hereof, (referred to in this offering memorandum as the “Exchange Notes”). The Company will B) use its commercially reasonable best efforts to file a registration statement and to cause it such Exchange Offer Registration Statement to be declared effective by the SEC within 365 200 calendar days after the issuance date hereof, (C) use its best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the NotesExchange Offer or, in accordance with the procedures set forth in Section 3(f), to the extent any Participating Broker- Dealer participates in the Exchange Offer, use its best efforts to maintain the effectiveness of the Exchange Offer Registration Statement for a period ending on the earlier to occur of (i) the date when all Exchange Notes held by Participating Broker-Dealers have been sold and (ii) 90 days after the consummation of the Exchange Offer and (D) use its best efforts to cause consummate the exchange Exchange Offer on or prior to be completed within 30 business 230 calendar days following effectiveness of such registration statementthe date hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company has agreed to use its commercially reasonable efforts to file a shelf registration statement for the resale of the Notes if it cannot effect the exchange offer within the time period listed above and in other circumstances described under “Description of Notes— Registration Rights.” You will be entitled to the payment of additional interest if the Company does not comply with these obligations within the specified time periods. Transfer Restrictions The Notes have not been registered under the Securities Act or under any state securities laws of the United States and will be subject to certain restrictions on transfer and resale. See “Transfer Restrictions.” Listing Application will be made for a listing of the Notes on the Hong Kong Stock Exchange and we have received a confirmation from the Hong Kong Stock Exchange of the eligibility of a listing of the Notes by way of debt issues to Professional Investors only on the Hong Kong Stock Exchange. Form, Denomination and Registration ............................... The Notes will be issued only under the Indenture (or a trust indenture which is identical in fully registered formall material respects to the Indenture, without couponsother than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA, in minimum denominations and which has been qualified under the TIA). Upon the effectiveness of US$200,000 the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of principal amount and integral multiples such Exchange Offer to enable each Holder (other than Participating Broker-Dealers exchanging Participating Broker-Dealer Notes for Exchange Notes, assuming that such Holder is not an affiliate of US$1,000 in excess thereof and will be initially represented by one or more global notes registered the Issuer within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Notes in the name ordinary course of such Holder's business and has no arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing the Exchange Notes) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a nominee of The Depository Trust Company. Book-Entry Only The Notes will be issued in book-entry form through the facilities of Cede & Co. as nominee of The Depository Trust Company for the accounts of its participants, including Euroclear and Clearstream, Luxembourg. For a description of certain factors relating to clearance and settlement, see “Description of Notes—Book-Entry, Delivery and Form.” Delivery substantial proportion of the Notes The Company expects to make delivery several states of the NotesUnited States. In connection with the Exchange Offer, against payment in same-day funds, on or about September 23, 2021, which is the tenth business day after the date of this offering memorandum. See “Plan of Distribution.” Security Codes 2027 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AM7 G7801R AF6 ISIN US80007RAM79 USG7801RAF67 2029 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AP0 G7801R AG4 ISIN US80007RAP01 USG7801RAG41 2031 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AR6 G7801R AH2 ISIN US80007RAR66 USG7801RAH24 Trustee for the Notes U.S. Bank National Association. Registrar, Transfer Agent and Principal Paying Agent U.S. Bank National Association.Issuer shall:

Exchange Offer Registration. Rights The Company shall, at its cost, use its best efforts to prepare and, not later than 60 days after (or if the 60th day is not a business day, the first business day thereafter) the Issue Date (as defined in the Indenture) of the Notes, file with the Securities and Exchange Commission (the "Commission"), a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of Transfer Restricted Notes (as defined below), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Notes, a like aggregate principal amount of debt securities (the "Exchange Notes") of the Company issued under the Indenture and identical in all material respects to the Notes (except for the transfer restrictions relating to the Notes) that would be registered under the Securities Act. The Company shall use its best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 120 days (or if the 120th day is not a business day, the first business day thereafter) after the Issue Date of the Notes and shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer 30 days after the commencement thereof; provided however, that the Company has accepted all the ----------------- Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Notes electing to exchange the Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Notes in the ordinary course of such Holder's business, has no arrangements with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. In connection with such Registered Exchange Offer, the Company shall take such further action, including, without limitation, appropriate filings under state securities laws, as may be necessary to realize the foregoing objective subject to the proviso of Section 3(h). The Company acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that is a broker-dealer electing to exchange Notes, acquired for its own account as a result of market making activities or other trading activities, for Exchange Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and in Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchaser selling Exchange Notes acquired in exchange for Notes constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Notes; provided, however, that (i) in the case -------- where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or the Initial Purchaser, such period shall be the lesser of 180 days after the expiration date of the Registered Exchange Offer and the date on which all Exchanging Dealers and the Initial Purchaser have sold all Exchange Notes held by them (unless such period is extended pursuant to Section 3(j) below), and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Notes for a period not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, the Initial Purchaser holds Notes acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Notes pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the "Private Exchange") for the Notes held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States) to the Notes (the "Private Exchange Notes"). The Notes, the Exchange Notes and the Private Exchange Notes are herein collectively called the "Securities". In connection with the issuance of the NotesRegistered Exchange Offer, the Company and the Initial Purchasers will enter into an agreement for your benefit obligating the Company to file a registration statement with the SEC so that you can exchange the Notes for registered notes having substantially the same terms as the Notes and evidencing the same indebtedness as the Notes (referred to in this offering memorandum as the “Exchange Notes”). The Company will use its commercially reasonable efforts to file a registration statement and to cause it to be declared effective by the SEC within 365 days after the issuance of the Notes, and to cause the exchange to be completed within 30 business days following effectiveness of such registration statement. The Company has agreed to use its commercially reasonable efforts to file a shelf registration statement for the resale of the Notes if it cannot effect the exchange offer within the time period listed above and in other circumstances described under “Description of Notes— Registration Rights.” You will be entitled to the payment of additional interest if the Company does not comply with these obligations within the specified time periods. Transfer Restrictions The Notes have not been registered under the Securities Act or under any state securities laws of the United States and will be subject to certain restrictions on transfer and resale. See “Transfer Restrictions.” Listing Application will be made for a listing of the Notes on the Hong Kong Stock Exchange and we have received a confirmation from the Hong Kong Stock Exchange of the eligibility of a listing of the Notes by way of debt issues to Professional Investors only on the Hong Kong Stock Exchange. Form, Denomination and Registration ............................... The Notes will be issued only in fully registered form, without coupons, in minimum denominations of US$200,000 of principal amount and integral multiples of US$1,000 in excess thereof and will be initially represented by one or more global notes registered in the name of a nominee of The Depository Trust Company. Book-Entry Only The Notes will be issued in book-entry form through the facilities of Cede & Co. as nominee of The Depository Trust Company for the accounts of its participants, including Euroclear and Clearstream, Luxembourg. For a description of certain factors relating to clearance and settlement, see “Description of Notes—Book-Entry, Delivery and Form.” Delivery of the Notes The Company expects to make delivery of the Notes, against payment in same-day funds, on or about September 23, 2021, which is the tenth business day after the date of this offering memorandum. See “Plan of Distribution.” Security Codes 2027 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AM7 G7801R AF6 ISIN US80007RAM79 USG7801RAF67 2029 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AP0 G7801R AG4 ISIN US80007RAP01 USG7801RAG41 2031 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AR6 G7801R AH2 ISIN US80007RAR66 USG7801RAH24 Trustee for the Notes U.S. Bank National Association. Registrar, Transfer Agent and Principal Paying Agent U.S. Bank National Association.shall:

Exchange Offer Registration. Rights In connection The Company and the Guarantors agree, on or prior to one-hundred eighty days (180) days after the Issue Date, to prepare and file with the issuance Commission a registration statement under the Securities Act on an appropriate form relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Notes, Notes for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Initial Purchasers will enter into an agreement for your benefit obligating the Company Guarantors which debt securities and guarantees are substantially identical to file a registration statement with the SEC so that you can exchange the Notes for registered notes having substantially the same terms as the Notes and evidencing the same indebtedness as Guarantees (and are entitled to the Notes benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act (referred to in this offering memorandum as the such new debt securities, together with such guarantees, hereinafter called “Exchange NotesSecurities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree to use its commercially their respective reasonable best efforts to file a registration statement and cause the Exchange Registration Statement filed pursuant to cause it this Section 2.1(a) to be declared effective by the SEC within 365 days after the issuance of the Notes, and to cause the exchange to be completed within 30 business days following effectiveness of such registration statement. The Company has agreed to use its commercially reasonable efforts to file a shelf registration statement for the resale of the Notes if it cannot effect the exchange offer within the time period listed above and in other circumstances described under “Description of Notes— Registration Rights.” You will be entitled to the payment of additional interest if the Company does not comply with these obligations within the specified time periods. Transfer Restrictions The Notes have not been registered under the Securities Act as promptly as practicable after filing, but in no event later than one-hundred eighty (180) days after the Issue Date. As soon as practicable following the Effective Date of the Exchange Registration Statement, but in any event within three (3) Business Days of such date, the Company shall notify the Holders of the effectiveness of the Exchange Registration Statement. When effective, the Exchange Registration Statement (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in the Exchange Registration Statement, in the light of the circumstances under any state which a statement is made). The Company and the Guarantors further agree to use their respective reasonable best efforts to commence and complete the Exchange Offer on or prior to forty-five (45) days after such Exchange Registration Statement has become effective, hold the Exchange Offer open for not less than twenty (20) Business Days and exchange the Exchange Securities for all Notes that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the Exchange Securities received by Holders other than Restricted Holders in the Exchange Offer are, upon receipt, transferable by each such Holder without restriction under the Securities Act and the Exchange Act and without material restrictions under blue sky or securities laws of a substantial majority of the States of the United States States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Notes pursuant to the Exchange Offer and will be subject (ii) the Company having exchanged, pursuant to certain restrictions on transfer the Exchange Offer, Exchange Securities for all Notes that have been properly tendered and resale. See “Transfer Restrictions.” Listing Application will be made for a listing not withdrawn before the expiration of the Notes Exchange Offer, which shall be on a date that is not less than twenty (20) Business Days following the Hong Kong Stock Exchange and we have received a confirmation from the Hong Kong Stock Exchange commencement of the eligibility of a listing of the Notes by way of debt issues to Professional Investors only on the Hong Kong Stock Exchange. Form, Denomination and Registration ............................... The Notes will be issued only in fully registered form, without coupons, in minimum denominations of US$200,000 of principal amount and integral multiples of US$1,000 in excess thereof and will be initially represented by one or more global notes registered in the name of a nominee of The Depository Trust Company. Book-Entry Only The Notes will be issued in book-entry form through the facilities of Cede & Co. as nominee of The Depository Trust Company for the accounts of its participants, including Euroclear and Clearstream, Luxembourg. For a description of certain factors relating to clearance and settlement, see “Description of Notes—Book-Entry, Delivery and FormExchange Offer.” Delivery of the Notes The Company expects to make delivery of the Notes, against payment in same-day funds, on or about September 23, 2021, which is the tenth business day after the date of this offering memorandum. See “Plan of Distribution.” Security Codes 2027 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AM7 G7801R AF6 ISIN US80007RAM79 USG7801RAF67 2029 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AP0 G7801R AG4 ISIN US80007RAP01 USG7801RAG41 2031 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AR6 G7801R AH2 ISIN US80007RAR66 USG7801RAH24 Trustee for the Notes U.S. Bank National Association. Registrar, Transfer Agent and Principal Paying Agent U.S. Bank National Association.

Exchange Offer Registration. Rights In connection with To the issuance extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Issuer shall (A) file an Exchange Offer Registration Statement covering the offer by the Issuer to the Holders to exchange all of their Registrable Notes for Exchange Notes, the Company and the Initial Purchasers will enter into an agreement for your benefit obligating the Company to file a registration statement with the SEC so that you can exchange the Notes for registered notes having substantially the same terms as the Notes and evidencing the same indebtedness as the Notes (referred to in this offering memorandum as the “Exchange Notes”). The Company will B) use its commercially reasonable best efforts to file a registration statement and to cause it such Exchange Offer Registration Statement to be declared effective by the SEC within 365 150 days after the issuance date hereof, (C) use its best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the NotesExchange Offer or, in accordance with the procedures set forth in Section 3(f), to the extent any Participating Broker-Dealer participates in the Exchange Offer, use its best efforts to maintain the effectiveness of the Exchange Offer Registration Statement for a period ending on the earlier to occur of (i) the date when all Exchange Notes held by Participating Broker-Dealers have been sold and (ii) 180 days after the consummation of the Exchange Offer and (D) use its best efforts to cause consummate the exchange Exchange Offer on or prior to be completed within 30 business 180 days following effectiveness of such registration statementthe date hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company has agreed to use its commercially reasonable efforts to file a shelf registration statement for the resale of the Notes if it cannot effect the exchange offer within the time period listed above and in other circumstances described under “Description of Notes— Registration Rights.” You will be entitled to the payment of additional interest if the Company does not comply with these obligations within the specified time periods. Transfer Restrictions The Notes have not been registered under the Securities Act or under any state securities laws of the United States and will be subject to certain restrictions on transfer and resale. See “Transfer Restrictions.” Listing Application will be made for a listing of the Notes on the Hong Kong Stock Exchange and we have received a confirmation from the Hong Kong Stock Exchange of the eligibility of a listing of the Notes by way of debt issues to Professional Investors only on the Hong Kong Stock Exchange. Form, Denomination and Registration ............................... The Notes will be issued only in fully registered formunder the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, without couponsthe Issuer shall promptly commence the Exchange Offer, in minimum denominations it being the objective of US$200,000 such Exchange Offer to enable each Holder (other than Participating Broker-Dealers exchanging Participating Broker-Dealer Notes for Exchange Notes (assuming that such Holder is not an affiliate of principal amount and integral multiples the Issuer within the meaning of US$1,000 in excess thereof and will be initially represented by one or more global notes registered Rule 405 under the 1933 Act, acquires the Exchange Notes in the name ordinary course of such Holder's business and has no arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing the Exchange Notes) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a nominee of The Depository Trust Company. Book-Entry Only The Notes will be issued in book-entry form through the facilities of Cede & Co. as nominee of The Depository Trust Company for the accounts of its participants, including Euroclear and Clearstream, Luxembourg. For a description of certain factors relating to clearance and settlement, see “Description of Notes—Book-Entry, Delivery and Form.” Delivery substantial proportion of the Notes The Company expects to make delivery several states of the NotesUnited States. In connection with the Exchange Offer, against payment in same-day funds, on or about September 23, 2021, which is the tenth business day after the date of this offering memorandum. See “Plan of Distribution.” Security Codes 2027 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AM7 G7801R AF6 ISIN US80007RAM79 USG7801RAF67 2029 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AP0 G7801R AG4 ISIN US80007RAP01 USG7801RAG41 2031 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AR6 G7801R AH2 ISIN US80007RAR66 USG7801RAH24 Trustee for the Notes U.S. Bank National Association. Registrar, Transfer Agent and Principal Paying Agent U.S. Bank National Association.Issuer shall:

Exchange Offer Registration. Rights The Company shall, at its cost, use its best efforts to prepare and, not later than 60 days after (or if the 60th day is not a business day, the first business day thereafter) the Issue Date (as defined in the Indenture) of the Notes, file with the Securities and Exchange Commission (the "Commission"), a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of Transfer Restricted Notes (as defined below), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Notes, a like aggregate principal amount of debt securities (the "Exchange Notes") of the Company issued under the Indenture and identical in all material respects to the Notes (except for the transfer restrictions relating to the Notes) that would be registered under the Securities Act. The Company shall use its best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 150 days (or if the 150th day is not a business day, the first business day thereafter) after the Issue Date of the Notes and shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer 30 days after the commencement thereof; provided, however, that the Company has accepted all the Notes theretofore -------- ------- validly tendered in accordance with the terms of the Registered Exchange Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Notes electing to exchange the Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Notes in the ordinary course of such Holder's business, has no arrangements with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. In connection with such Registered Exchange Offer, the Company shall take such further action, including, without limitation, appropriate filings under state securities laws, as may be necessary to realize the foregoing objective subject to the proviso of Section 3(h). The Company acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that is a broker-dealer electing to exchange Notes, acquired for its own account as a result of market making activities or other trading activities, for Exchange Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and in Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchasers selling Exchange Notes acquired in exchange for Notes constituting any portion of an unsold allotment are required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Notes; provided, however, that (i) in the case -------- ------- where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or the Initial Purchasers, such period shall be the lesser of 180 days after the expiration date of the Registered Exchange Offer and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Notes held by them (unless such period is extended pursuant to Section 3(j) below), and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Notes for a period not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, the Initial Purchasers hold Notes acquired by them as part of their initial distribution, the Company, simultaneously with the delivery of the Exchange Notes pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchasers upon the written request of such Initial Purchasers, in exchange (the "Private Exchange") for the Notes held by such Initial Purchasers, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States) to the Notes (the "Private Exchange Notes"). The Notes, the Exchange Notes and the Private Exchange Notes are herein collectively called the "Securities". In connection with the issuance of the NotesRegistered Exchange Offer, the Company and the Initial Purchasers will enter into an agreement for your benefit obligating the Company to file a registration statement with the SEC so that you can exchange the Notes for registered notes having substantially the same terms as the Notes and evidencing the same indebtedness as the Notes (referred to in this offering memorandum as the “Exchange Notes”). The Company will use its commercially reasonable efforts to file a registration statement and to cause it to be declared effective by the SEC within 365 days after the issuance of the Notes, and to cause the exchange to be completed within 30 business days following effectiveness of such registration statement. The Company has agreed to use its commercially reasonable efforts to file a shelf registration statement for the resale of the Notes if it cannot effect the exchange offer within the time period listed above and in other circumstances described under “Description of Notes— Registration Rights.” You will be entitled to the payment of additional interest if the Company does not comply with these obligations within the specified time periods. Transfer Restrictions The Notes have not been registered under the Securities Act or under any state securities laws of the United States and will be subject to certain restrictions on transfer and resale. See “Transfer Restrictions.” Listing Application will be made for a listing of the Notes on the Hong Kong Stock Exchange and we have received a confirmation from the Hong Kong Stock Exchange of the eligibility of a listing of the Notes by way of debt issues to Professional Investors only on the Hong Kong Stock Exchange. Form, Denomination and Registration ............................... The Notes will be issued only in fully registered form, without coupons, in minimum denominations of US$200,000 of principal amount and integral multiples of US$1,000 in excess thereof and will be initially represented by one or more global notes registered in the name of a nominee of The Depository Trust Company. Book-Entry Only The Notes will be issued in book-entry form through the facilities of Cede & Co. as nominee of The Depository Trust Company for the accounts of its participants, including Euroclear and Clearstream, Luxembourg. For a description of certain factors relating to clearance and settlement, see “Description of Notes—Book-Entry, Delivery and Form.” Delivery of the Notes The Company expects to make delivery of the Notes, against payment in same-day funds, on or about September 23, 2021, which is the tenth business day after the date of this offering memorandum. See “Plan of Distribution.” Security Codes 2027 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AM7 G7801R AF6 ISIN US80007RAM79 USG7801RAF67 2029 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AP0 G7801R AG4 ISIN US80007RAP01 USG7801RAG41 2031 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AR6 G7801R AH2 ISIN US80007RAR66 USG7801RAH24 Trustee for the Notes U.S. Bank National Association. Registrar, Transfer Agent and Principal Paying Agent U.S. Bank National Association.shall: