Common use of SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES Clause in Contracts

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company 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 this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Issuer in accordance with its terms. Very truly yours, Sabine Pass Liquefaction, LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President, Finance The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. ABN AMRO Securities (USA) LLC Banca IMI S.p.A. BofA Securities, Inc. BBVA Securities Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ING Financial Markets LLC Loop Capital Markets LLC nabSecurities, LLC Natixis Securities Americas LLC RBC Capital Markets, LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC Standard Chartered Bank SMBC Nikko Securities America, Inc. Xxxxx Fargo Securities, LLC ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors, if any, will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Issuer and the Guarantors, if any, will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors, if any, have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company 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 this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Issuer in accordance with its terms. Very truly yours, Sabine Pass LiquefactionCHENIERE ENERGY, LLC By: INC. /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President, Finance President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Ian Drewe Xxxxx Xxxx Name: Ian Drewe Xxxxx Xxxx Title: Executive Managing Director Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. ABN AMRO Credit Suisse Securities (USA) LLC Banca IMI S.p.A. BofA Securities, Inc. BBVA Securities Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ING Financial Markets LLC Loop Capital Markets Intesa Sanpaolo S.p.A. J.P. Xxxxxx Securities LLC nabSecurities, Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. Natixis Securities Americas LLC RBC Capital Markets, LLC Santander Investment Securities Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. ABN AMRO Securities (USA) LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC Standard Chartered Bank SMBC Nikko Securities America, Citigroup Global Markets Inc. Xxxxx Fargo SecuritiesnabSecurities, LLC ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors, if any, will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Issuer and the Guarantors, if any, will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors, if any, have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, Company submits to the nonexclusive jurisdiction of any federal or state court in the State of New York in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceedingAgreement. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, 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 this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Issuer Company in accordance with its terms. Very truly yours, Sabine Pass LiquefactionNETWORK COMMUNICATIONS, LLC INC. By: /s/ Xxxx Xxxxx Xxxxxx Xxxxxx ------------------------------------ Name: Xxxx Xxxxx Xxxxxx Xxxxxx Title: Senior Vice President, Finance Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. CREDIT SUISSE FIRST BOSTON LLC TD SECURITIES (USA) LLC by: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Ian Drewe Xxxxxx Xxxxx --------------------------------- Name: Ian Drewe Xxxxxx Xxxxx Title: Executive Managing Director Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. ABN AMRO Securities (USA) LLC Banca IMI S.p.A. BofA Securities, Inc. BBVA Securities Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ING Financial Markets LLC Loop Capital Markets LLC nabSecurities, LLC Natixis Securities Americas LLC RBC Capital Markets, LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC Standard Chartered Bank SMBC Nikko Securities America, Inc. Xxxxx Fargo Securities, LLC ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors, if any, have Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein)expiration date of Registered Exchange Offer, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " EXECUTION VERSION ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " EXECUTION VERSION ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors, if any, will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Issuer and the Guarantors, if any, will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors, if any, have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.DISTRIBUTION

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company 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 this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Issuer in accordance with its terms. Very truly yours, Sabine Pass Liquefaction, LLC By: /s/ Xxxx Xxxxx Xxxxxx X. XxXxxxxx Name: Xxxx Xxxxx Xxxxxx X. XxXxxxxx Title: Senior Vice President, Finance Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. RBC Capital Markets, LLC By: /s/ Ian Drewe J. Xxxxx Xxxxxxxxx Name: Ian Drewe J. Xxxxx Xxxxxxxxx Title: Executive Director Managing Director, Head of Global Energy Leveraged Finance Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers RBC Capital Markets, LLC Mizuho Securities USA Inc. SG Americas Securities, LLC Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. ABN AMRO HSBC Securities (USA) LLC Banca IMI S.p.A. BofA Securities, Inc. BBVA Securities Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities Scotia Capital (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Lloyds Securities Inc. Mitsubishi UFJ Securities (USA), Inc. Credit Agricole Securities (USA) Inc. ING Financial Markets LLC Loop Capital Markets LLC nabSecurities, LLC Natixis Securities Americas LLC RBC Capital Markets, LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SG Americas BBVA Securities, LLC Inc. Banca IMI S.p.A. Standard Chartered Bank X.X. Xxxxxx Securities LLC SMBC Nikko Securities America, Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Fargo SecuritiesIncorporated Santander Investment Securities Inc. CIBC World Markets Corp. Xxxxxxx, LLC Sachs & Co. Deutsche Bank Securities Inc. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors, if any, will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Issuer and the Guarantors, if any, will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors, if any, have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.DISTRIBUTION

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By Each of the execution parties hereto hereby submits to the non-exclusive jurisdiction of the Federal and delivery state courts in the Borough of this Agreement, the Company, Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceedingtransactions contemplated hereby. To the extent that the Company any such party 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 this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Company and the Issuer Guarantors in accordance with its terms. Very truly yours, Sabine Pass Liquefaction, LLC By: /s/ Xxxx Xxxxx LCE ACQUISITION CORPORATION By Name: Xxxx Xxxxx Title: Senior Vice PresidentLCE ACQUISITIONSUB, Finance INC. By Name: Title: LCE MEXICAN HOLDINGS, INC. By Name: Title: The undersigned hereby acknowledges and agrees that, upon the effectiveness of the Company Merger (as defined in the Purchase Agreement) it will succeed by operation of law to all of the rights and obligations of the Company set forth herein and that all references herein to the “Company” shall thereupon be deemed to be references to the undersigned. LOEWS CINEPLEX ENTERTAINMENT CORPORATION By Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director Acting on behalf of itself and CREDIT SUISSE FIRST BOSTON LLC, as representative of for the Initial Purchasers SCHEDULE A By Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CITIGROUP GLOBAL CAPITAL MARKETS INC. as representative for the Initial Purchasers Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. ABN AMRO Securities (USA) LLC Banca IMI S.p.A. BofA SecuritiesBy Name: Title: The undersigned hereby acknowledges and agrees that, Inc. BBVA Securities Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank upon the effectiveness of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ING Financial Markets LLC Loop Capital Markets LLC nabSecurities, LLC Natixis Securities Americas LLC RBC Capital Markets, LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC Standard Chartered Bank SMBC Nikko Securities America, Inc. Xxxxx Fargo Securities, LLC the merger of LCE Acquisition Corporation with and into Loews Cineplex Entertainment Corporation with Loews Cineplex Entertainment Corporation continuing as the surviving corporation under the name “Loews Cineplex Entertainment Corporation,” it will succeed by operation of law to all of the rights and obligations of LCE Acquisition Corporation set forth herein and that all references herein to the “Company” shall thereupon be deemed to be references to the undersigned. LOEWS CINEPLEX ENTERTAINMENT CORPORATION By: Name: Title: ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors, if any, have Company has agreed that, for a period of 180 days after the Expiration Date effective date of the Exchange Offer Registration Statement (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors, if any, have Company has agreed that, for a period of 180 days after the Expiration Dateeffective date of the Exchange Offer Registration Statement, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Issuer and the Guarantors, if any, Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date effective date of the Issuer and Exchange Offer Registration Statement, the Guarantors, if any, Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors, if any, have Company has agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. 1 In addition, the legend required by Item 502(e) of Regulation S–K will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. SCHEDULE I Subsidiary Guarantors Name State of Incorporation Loews Citywalk Theatre Corporation CA S&J Theatres, Inc. CA Loews Bristol Cinemas, Inc. CT Loews Connecticut Cinemas, Inc. CT Downtown Boston Cinemas, LLC DE Farmers Cinemas, Inc. DE Gateway Cinemas, LLC DE Kips Bay Cinemas, Inc. DE LCE Mexican Holdings, Inc. DE Lewisville Cinemas, LLC XX Xxxxx Acquisition Corp. DE Loews Akron Cinemas, Inc. DE Loews Arlington Cinemas, Inc. DE Loews Bay Terrace Cinemas, Inc. DE Loews Berea Cinemas, Inc. DE Loews Cineplex Entertainment Corporation DE Loews Cineplex International Holdings, Inc. DE Loews Cineplex Theatres, Inc. DE Loews Cineplex Theatres Holdco, Inc. DE Loews Cineplex U.S. Callco, LLC DE Loews Garden State Cinemas, LLC DE Loews Greenwood Cinemas, Inc. DE Loews North Versailles Cinemas, LLC DE Loews Plainville Cinemas, LLC DE Loews Stonybrook Cinemas, Inc. DE Loews Theatre Management Corp. DE Loews Theatres Clearing Corp. DE Loews USA Cinemas Inc. DE Loews Xxxxxx Cinemas, Inc. DE Loews Washington Cinemas, Inc. DE LTM New York, Inc. DE LTM Turkish Holdings, Inc. DE Methuen Cinemas, LLC DE Ohio Cinemas, LLC XX Xxxxx Southern Theatres, Inc. XX Xxxxx Theatres, Inc. DE Poli-New England Theatres, Inc. DE Richmond Mall Cinemas, LLC DE RKO Century Warner Theatres, Inc. DE Springfield Cinemas, LLC DE Star Theatres of Michigan, Inc. DE Star Theatres, Inc. DE The Xxxxxx Xxxxx Organization, Inc. DE Theater Holdings, Inc. DE U.S.A. Cinemas, Inc. DE Waterfront Cinemas, LLC DE Crestwood Cinemas, Inc. IL Illinois Cinemas, Inc. IL Loews Chicago Cinemas, Inc. IL Loews Merrillville Cinemas, Inc. IL Loews Piper’s Theaters, Inc. IL Loews Rolling Xxxxxxx Cinemas, Inc. IL North Star Cinemas, Inc. IL Rosemont Cinemas, Inc. IL Skokie Cinemas, Inc. IL South Holland Cinemas, Inc. IL Xxxxxxx Chicago Cinemas, Inc. IL Woodfield Cinemas, Inc. IL Woodridge Cinemas, Inc. IL Loews Century Mall Cinemas, Inc. IN Loews Cherry Tree Mall Cinemas, Inc. IN Loews Lafayette Cinemas, Inc. IN Fall River Cinema, Inc. MA Liberty Tree Cinema Corp. MA Loews Xxxxx Cinemas, Inc. MA Loews Fresh Pond Cinemas, Inc. MA Nickelodeon Boston, Inc. MA Sack Theatres, Inc. MA Loews Baltimore Cinemas, Inc. MD Loews Centerpark Cinemas, Inc. MD Xxxxx-Star Partners MI Brick Plaza Cinemas, Inc. NJ Jersey Garden Cinemas, Inc. NJ Loews East Hanover Cinemas, Inc. NJ Loews Freehold Mall Cinemas, Inc. NJ Loews Meadowland Cinemas 8, Inc. NJ Loews Meadowland Cinemas, Inc. NJ Loews Mountainside Cinemas, Inc. NJ Loews New Jersey Cinemas, Inc. NJ Loews Newark Cinemas, Inc. NJ Loews Ridgefield Park Cinemas, Inc. NJ Loews Toms River Cinemas, Inc. NJ Loews West Long Branch Cinemas, Inc. NJ Loews-Xxxxx Music Makers Theatres, Inc. NJ Music Makers Theatres, Inc. NJ New Brunswick Cinemas, Inc. NJ Parsippany Theatre Corp. NJ Red Bank Theatre Corporation NJ White Xxxxx Cinemas, Inc. NJ 00xx & 0xx Xxx. Xxxx. XX Crescent Advertising Corporation NY Eton Amusement Corporation NY Forty-Second Street Cinemas, Inc. NY Hawthorne Amusement Corporation NY Hinsdale Amusement Corporation NY Xxxxx Theatre Corporation NY Loews Astor Plaza, Inc. NY Loews Boulevard Cinemas, Inc. NY Loews Broadway Cinemas, Inc. NY Xxxx’x California Theatres, Inc. NY Loews Crystal Run Cinemas, Inc. NY Loews East Village Cinemas, Inc. NY Loews Elmwood Cinemas, Inc. NY Loews Levittown Cinemas, Inc. NY Loews Lincoln Theatre Holding Corp. NY Loews Orpheum Cinemas, Inc. NY Loews Palisades Center Cinemas, Inc. NY Loews Roosevelt Field Cinemas, Inc. NY Loews Trylon Theatre, Inc. NY Parkchester Amusement Corporation NY Xxxxxx Theatrical Corporation NY Talent Booking Agency, Inc. NY Thirty-Fourth Street Cinemas, Inc. NY Loews Richmond Mall Cinemas, Inc. OH Mid-States Theatres, Inc. OH Loews Xxxxxxxxxx Cinemas, Inc. PA Xxxxxx Mall Cinemas, Inc. PA Cityplace Cinemas, Inc TX Fountain Cinemas, Inc. TX Loews Arlington West Cinemas, Inc. TX Loews Deauville North Cinemas, Inc. TX Loews Fort Worth Cinemas, Inc. TX Loews Houston Cinemas, Inc. TX Loews Lincoln Plaza Cinemas, Inc. TX Loews Cineplex Entertainment Gift Card Corporation VA Loews Pentagon City Cinemas, Inc. VA Name State of Incorporation Loews Citywalk Theatre Corporation CA S&J Theatres, Inc. CA

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company 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 this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Issuer in accordance with its terms. Very truly yours, Sabine Pass Liquefaction, LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President, Finance Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx XXXXXXX XXXXX & Co. CO. LLC By: /s/ Ian Drewe Xxxx X. Xxxxxx Name: Ian Drewe Xxxx X. Xxxxxx Title: Executive Managing Director Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers Xxxxxx Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC MUFG Securities Americas Citigroup Global Markets Inc. ABN AMRO HSBC Securities (USA) LLC Banca IMI S.p.A. Inc. Santander Investment Securities Inc. BofA Securities, Inc. BBVA Securities Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ING Financial Markets LLC Intesa Sanpaolo S.p.A. J.P. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas, Inc. nabSecurities, LLC Natixis Securities Americas LLC RBC Capital Markets, LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC Standard Chartered Bank SMBC Nikko Securities America, Inc. Standard Chartered Bank Xxxxx Fargo Securities, LLC ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date (as defined herein)consummation of the Registered Exchange Offer, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Dateconsummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors, if any, will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date consummation of the Registered Exchange Offer the Issuer and the Guarantors, if any, will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors, if any, have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in Agreement, submits to the nonexclusive jurisdiction of any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company 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 this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Issuer Guarantors in accordance with its terms. Very truly yours, Sabine Pass LiquefactionH&E Equipment Services, Inc. By: Name: Title: GNE Investments, Inc. By: Name: Title: Great Northern Equipment, Inc. By: Name: Title: H&E California Holding, Inc. By: Name: Title: H&E Equipment Services (California), LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President, H&E Finance Corp. By: Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. ABN AMRO Securities (USA) LLC Banca IMI S.p.A. BofA Securities, Inc. BBVA Securities Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. UBS Securities LLC HSBC by: Credit Suisse Securities (USA) Inc. ING Financial Markets LLC Loop Capital Markets By: Name: Title: by: UBS Securities LLC nabSecurities, LLC Natixis Securities Americas LLC RBC Capital Markets, LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC Standard Chartered Bank SMBC Nikko Securities America, Inc. Xxxxx Fargo Securities, LLC By: Name: Title: By: Name: Title: ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors, if any, have Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors, if any, will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Issuer and the Guarantors, if any, will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors, if any, have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.”

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company 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 this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Issuer in accordance with its terms. Very truly yours, Sabine Pass Liquefaction, LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President, Finance Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Xxxxxxx & Co. Securities LLC By: /s/ Ian Drewe Xxxxxx Xxxxxx Name: Ian Drewe Xxxxxx Xxxxxx Title: Executive Director Vice President Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA Inc. RBC Capital Markets, LLC MUFG Securities SG Americas Inc. ABN AMRO Securities (USA) LLC Banca IMI S.p.A. BofA Securities, Inc. BBVA Securities Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities LLC Xxxxxx Xxxxxxx & Co. LLC Scotia Capital (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC Lloyds Securities Inc. Mitsubishi UFJ Securities (USA), Inc. HSBC Securities (USA) Inc. Credit Agricole Securities (USA) Inc. ING Financial Markets LLC Loop Capital Markets LLC nabSecurities, LLC Natixis Securities Americas LLC RBC Capital Markets, LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC Banca IMI S.p.A. Standard Chartered Bank BBVA Securities Inc. SMBC Nikko Securities America, Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Fargo SecuritiesIncorporated Santander Investment Securities Inc. CIBC World Markets Corp. Xxxxxxx, LLC Sachs & Co. Deutsche Bank Securities Inc. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors, if any, will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Issuer and the Guarantors, if any, will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors, if any, have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.