Exhibit
        4.4

         

        Clifford
        Chance LLP

         

	   




 





	 	 
	 	 
	Execution version 
	 	 
	 
	 	

                                                                                 

                                                                                REGISTRATION RIGHTS AGREEMENT

                                                                                  
	 
	 	 	 	 




     


     


    

	Contents
	Clause	Page




	1.   Definitions	1
	2.   Registration under the Securities Act	5
	3.   Registration Procedures	8
	4.   Participation of Broker-Dealers in Exchange Offer	15
	5.   Indemnification and Contribution	15
	6.   General	19




     


     


    

This REGISTRATION RIGHTS AGREEMENT
dated December 1, 2015 (this "Agreement") is entered into by and among Lloyds Banking Group plc, a public limited
company incorporated and registered in Scotland, United Kingdom (the "Company") and Goldman, Sachs & Co.,
Lloyds Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Inc. and Morgan Stanley
& Co. LLC (the "Initial Purchasers").


 


The Company and the Initial Purchasers
are parties to (i) the underwriting agreement dated November 23, 2015 (the "Underwriting Agreement"), which provides
for the sale by the Company to the Initial Purchasers of the 5.300% Subordinated Notes due 2045 (the "2045 Securities")
to be issued by the Company and (ii) the dealer manager agreement dated November 23, 2015 (the "Dealer Manager Agreement"),
which provides for the exchange by the Company of (a) outstanding Lloyds Bank plc 6.50% Fixed Rate Lower Tier 2 Notes due 2020
for Subordinated Debt Securities due 2025 to be issued by the Company (the "2025 Securities") and (b) outstanding
HBOS plc 6.00% Subordinated Debt Securities due 2033 for a reopening of the 2045 Securities (the “Reopened 2045 Securities”
and, together with the 2045 Securities and the 2025 Securities, the “Securities”). As an inducement to the Initial
Purchasers to enter into the Underwriting Agreement, the Company has agreed to provide to the Initial Purchasers and their direct
and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a
condition to the closing under the Underwriting Agreement and the Dealer Manager Agreement.


 


In consideration of the foregoing, the
parties hereto agree as follows:


 


		1.	Definitions 



 


As used in this Agreement, the
following terms shall have the following meanings:


 


"Business
Day" shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are generally
authorized or required by law or regulation to remain closed.


 


"Company"
shall have the meaning set forth in the preamble and shall also include the Company's successors.


 


"Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


"Exchange
Dates" shall have the meaning set forth in Clause ‎2(a)(ii) hereof.


 


"Exchange
Offer" shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Clause
‎2(a) hereof.


 


"Exchange
Offer Registration" shall mean a registration under the Securities Act effected pursuant to Clause ‎2(a) hereof.


 


"Exchange
Offer Registration Statement" shall mean an exchange offer registration statement on Form F-4 (or, if applicable, on another
appropriate form) and all amendments and supplements to such registration statement, in each case including


 




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the Prospectus
contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.


 


"Exchange
Securities" shall mean subordinated notes issued by the Company under the Indenture containing terms substantially identical
to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual
interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities
pursuant to the Exchange Offer.


 


"FINRA"
means the Financial Industry Regulatory Authority, Inc.


 


"Free
Writing Prospectus" means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or
on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities.


 


"Holders"
shall, with respect to the Registrable Securities, have the meaning set forth in the Indenture; provided that, for purposes of
Clause ‎4 and Clause ‎5 hereof, the term "Holders" shall include Participating Broker-Dealers.


 


"Indemnified
Person" shall have the meaning set forth in Clause ‎5(c) hereof.


 


"Indemnifying
Person" shall have the meaning set forth in Clause ‎5(c) hereof.


 


"Indenture"
shall have the meaning given to it in the Dealer Manager Agreement, and as the same may be amended from time to time in accordance
with the terms thereof.


 


"Initial
Purchasers" shall have the meaning set forth in the preamble.


 


"Inspector"
shall have the meaning set forth in Clause ‎3(a)(xiv) hereof.


 


"Issuer
Information" shall have the meaning set forth in Clause ‎5(a) hereof.


 


"Majority
Holders" shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities;
provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder,
any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining
whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if
the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable,
the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this
Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders
of a specified percentage of Registrable Securities has been obtained.


 


"Notice
and Questionnaire" shall mean a notice of registration statement and selling security holder questionnaire distributed
to a Holder by the Company upon receipt of a Shelf Request from such Holder.


 




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"Participating
Broker-Dealers" shall have the meaning set forth in Clause ‎4(a) hereof.


 


"Participating
Holder" shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire
to the Company in accordance with Clause ‎2(b) hereof.


 


"Person"
shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government
or agency or political subdivision thereof.


 


"Prospectus"
shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration
Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement,
including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered
by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any
document incorporated by reference therein.


 


"Registrable
Securities" shall mean the Securities; provided that the Securities shall cease to be Registrable Securities;


 


		(a)	when a Registration Statement with respect to such Securities has
become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration
Statement;



 


		(b)	when such Securities cease to be outstanding; or 



 


		(c)	except in the case of Securities that otherwise remain Registrable
Securities and that are held by an Initial Purchaser and that are ineligible to be exchanged in the Exchange Offer, when the Exchange
Offer is consummated.



 


"Registration
Expenses" shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement,
including without limitation:


 


		(a)	all SEC, stock exchange or FINRA registration and filing fees;



 


		(b)	all fees and expenses incurred in connection with compliance with
state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection
with blue sky qualification of any Exchange Securities or Registrable Securities);



 


		(c)	all expenses of any Persons in preparing or assisting in preparing,
word processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments
or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents
relating to the performance of and compliance with this Agreement;



 




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		(d)	all rating agency fees;



 


		(e)	all fees and disbursements relating to the qualification of the Indenture
under applicable securities laws;



 


		(f)	the fees and disbursements of the Trustee and its counsel;



 


		(g)	the fees and disbursements of counsel for the Company and, in the
case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Participating Holders (which counsel
shall be selected by the Participating Holders holding a majority of the aggregate principal amount of Registrable Securities held
by such Participating Holders and which counsel may also be counsel for the Initial Purchasers) and, 



 


		(h)	the fees and disbursements of the independent registered public accountants
of the Company, including the expenses of any special audits or "comfort" letters required by or incident to the performance
of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses
set forth in sub-clause ‎(b)) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer
taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.



 


"Registration
Statement" shall mean any registration statement of the Company filed under the Securities Act that covers any of the
Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to
any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or
deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.


 


"SEC"
shall mean the United States Securities and Exchange Commission.


 


"Securities"
shall have the meaning set forth in the preamble.


 


"Securities
Act" shall mean the Securities Act of 1933, as amended from time to time.


 


"Settlement Date"
shall mean the settlement date as defined in the Exchange Offer Memorandum.


 


"Shelf
Effectiveness Period" shall have the meaning set forth in Clause ‎2(b) hereof.


 


"Shelf
Registration" shall mean a registration effected pursuant to Clause ‎2(b) hereof.


 


"Shelf
Registration Statement" shall mean a "shelf" registration statement of the Company that covers all or
a portion of the Registrable Securities on an appropriate form under Rule 415 under the Securities Act, or any similar rule that
may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated
by reference therein.


 




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"Shelf
Request" shall have the meaning set forth in Clause ‎2(b) hereof.


 


"Staff"
shall mean the staff of the SEC.


 


"Transactions"
means: (i) the execution, delivery and performance by the Company of this Agreement, (ii) the making of the Exchange Offer
by the Company, and (iii) the consummation by the Company of the transactions contemplated by this Agreement.


 


"Target
Registration Date" shall mean 210 days following the Last Settlement Date (as defined in Clause 2(a) hereof).


 


"Trust
Indenture Act" shall mean the Trust Indenture Act of 1939, as amended from time to time.


 


"Trustee"
shall mean The Bank of New York Mellon, as trustee with respect to the Securities under the Indenture, and any successor thereto.


 


"Underwriter"
shall have the meaning set forth in Clause ‎3(e) hereof.


 


"Underwriting
Agreement" shall have the meaning set forth in the preamble.


 


"Underwritten
Offering" shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.


 


		2.	Registration under the Securities Act. 



 


		(a)	To the extent not prohibited by any applicable law or applicable
interpretations of the Staff, the Company shall use its commercially reasonable efforts to (i) cause to be filed with the
Securities and Exchange Commission (the "SEC") an Exchange Offer Registration Statement covering an offer to the
Holders to exchange all the Registrable Securities for Exchange Securities no later than 180 days after the later of (x) the last
Settlement Date or (y) the Closing Date (as defined in the Underwriting Agreement) (such date, the "Last Settlement Date")
and (ii) cause such Registration Statement to become effective no later than 180 days after the Last Settlement Date and to remain
effective until 90 days after the last Exchange Date (as defined below) for use by one or more Participating Broker-Dealers. The
Company shall use its commercially reasonable efforts to commence the Exchange Offer promptly after the Exchange Offer Registration
Statement is declared effective by the SEC but in any event no later than 60 days after such effective date and to complete the
Exchange Offer on or prior to the Target Registration Date. 



 


The Company shall commence the
Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder
stating, in addition to such other disclosures as are required by applicable law, substantially the following:


 


		(i)	that the Exchange Offer is being made pursuant to this Agreement
and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange;



 




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		(ii)	the dates of acceptance for exchange (which shall be a period of
at least 20 Business Days from the date such notice is mailed) (the "Exchange Dates");



 


		(iii)	that any Registrable Security not tendered will remain outstanding
and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein;



 


		(iv)	that any Holder electing to have a Registrable Security exchanged
pursuant to the Exchange Offer will be required to;



 


		(A)	surrender such Registrable Security, together with the appropriate
letters of transmittal, to the institution and at the address and in the manner specified in the notice; or



 


		(B)	effect such exchange otherwise in compliance with the applicable
procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date;
and



 


		(v)	that any Holder of Registrable Securities will be entitled to withdraw
its election, not later than the close of business on the last Exchange Date; by effecting such withdrawal in compliance with the
applicable procedures of the depositary for the Registrable Securities.



 


As a condition to participating
in the Exchange Offer, a Holder will be required to represent to the Company that (1) any Exchange Securities to be received by
it will be acquired in the ordinary course of its business, (2) at the time of the commencement of the Exchange Offer it has no
arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the
Exchange Securities in violation of the provisions of the Securities Act, (3) it is not an "affiliate" (within the meaning
of Rule 405 under the Securities Act) of the Company or, if it is an "affiliate" of the Company, it will comply with
the registration and prospectus delivery requirement of the Securities Act to the extent applicable and (4) if such Holder is a
broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired
as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted
by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities.


 


As soon as practicable
after the last Exchange Date, the Company shall:


 


		(i)	accept for exchange Registrable Securities or portions thereof validly
tendered and not properly withdrawn pursuant to the Exchange Offer; and



 


		(ii)	deliver, or cause to be delivered, to the Trustee for cancellation
all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly
authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable
Securities tendered by such Holder.



 




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The Company shall use their commercially
reasonable efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities
Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall
not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations
of the Staff.


 


		(b)	In the event that:



 


		(i)	the Company determines that the Exchange Offer Registration provided
for in Clause ‎2(a) hereof is not available or the Exchange Offer may not be completed as soon as practicable after the last
Exchange Date because it would violate any applicable law or applicable interpretations of the Staff;



 


		(ii)	the Exchange Offer for Registrable Securities is not for any other
reason completed by the Target Registration Date; or 



 


		(iii)	upon receipt of a written request (a "Shelf Request")
from any Initial Purchaser representing that it holds Registrable Securities that are or were ineligible to be exchanged in the
Exchange Offer; 



 


the Company
shall use its commercially reasonable efforts to cause to be filed as soon as practicable a Shelf Registration Statement providing
for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective
as soon as practicable or, if a Shelf Request was received, the Company shall use its commercially reasonable efforts to cause
a Shelf Registration Statement to be filed and become effective by the later of (i) the Target Registration Date and (ii) 90 days
after the receipt by the Company of such Shelf Request; provided that no Holder will be entitled to have any Registrable Securities
included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement,
until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding
such Holder to the Company as is contemplated by Clause ‎3(b) hereof.


 


In the event that the Company
is required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding paragraph, the Company shall use its
commercially reasonable efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Clause
‎2(a) hereof with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration
Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the
Initial Purchasers after completion of the Exchange Offer.


 


The Company agrees to use its
commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be
Registrable Securities (the "Shelf Effectiveness Period"). The Company further agrees to supplement or amend the
Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf


 




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Registration Statement or by
the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities
with respect to information relating to such Holder, and to use its commercially reasonable efforts to cause any such amendment
to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may
be, to become usable as soon as thereafter practicable. The Company agrees to furnish to the Participating Holders copies of any
such supplement or amendment promptly after its being used or filed with the SEC.


 


		(c)	The Company shall pay all Registration Expenses in connection with
any registration pursuant to Clause ‎2(a) or Clause ‎2(b) hereof. Each Holder shall pay all underwriting discounts and
commissions, brokerage commissions, its own attorney fees (except as such fees may be covered by clause (vii) of the definition
of “Registration Expenses”) and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable
Securities pursuant to the Shelf Registration Statement.



 


		(d)	An Exchange Offer Registration Statement pursuant to Clause ‎2(a)
hereof and the Shelf Registration Statement pursuant to Clause ‎2(b) hereof will not be deemed to have become effective unless
it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under
the Securities Act.



 


		(e)	Without limiting the remedies available to the Initial Purchasers
and the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Clause ‎2(a)
and Clause ‎2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there
is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the
Company's obligations under Clause ‎2(a) and Clause ‎2(b) hereof.



 


		3.	Registration Procedures. 



 


		(a)	In connection with its obligations pursuant to Clause ‎2(a) and
Clause ‎2(b) hereof, the Company shall in accordance with the Agreement:



 


		(i)	use commercially reasonable efforts to prepare and file with the
SEC a Registration Statement on the appropriate form under the Securities Act, which form;



 


		(A)	shall be selected by the Company; 



 


		(B)	shall, in the case of a Shelf Registration, be available for the
sale of the Registrable Securities by the Holders thereof; and



 


		(C)	shall comply as to form in all material respects with the requirements
of the applicable form and include all financial statements required by the SEC to be filed therewith; and use its commercially
reasonable efforts to cause such Registration Statement to become effective and 



 




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remain effective
for the applicable period in accordance with Clause ‎2 hereof;


 


		(ii)	prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable
period in accordance with Clause ‎2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement
and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the
period described in Clause ‎4(c) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or
dealers with respect to the Registrable Securities or Exchange Securities;



 


		(iii)	to the extent any Free Writing Prospectus is used, file with the
SEC any Free Writing Prospectus that is required to be filed by the Company with the SEC in accordance with the Securities Act
and to retain any Free Writing Prospectus not required to be filed;



 


		(iv)	in the case of a Shelf Registration, furnish to each Participating
Holder, to counsel for the Initial Purchasers, to counsel for such Participating Holders and to each Underwriter of an Underwritten
Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, preliminary prospectus or Free Writing
Prospectus, and any amendment or supplement thereto, as such Participating Holder, counsel or Underwriter may reasonably request
in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and, subject to Clause ‎3(c)
hereof, the Company consent to the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus and any amendment
or supplement thereto in accordance with applicable law by each of the Participating Holders and any such Underwriters in connection
with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary
prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law;



 


		(v)	use its commercially reasonable efforts to register or qualify the
Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Participating Holder
shall reasonably request in writing by the time the applicable Registration Statement becomes effective; use its commercially reasonable
efforts to cooperate with such Participating Holders in connection with any filings required to be made with FINRA; and use its
commercially reasonable efforts to do any and all other acts and things that may be reasonably necessary or advisable to enable
each Participating Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Participating
Holder; provided that the Company shall not be required to; 



 


		(A)	qualify as a foreign corporation or other entity or as a dealer in
securities in any such jurisdiction where it would not otherwise be required to so qualify;



 




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		(B)	execute or file any general consent to service of process in any
such jurisdiction or; 



 


		(C)	subject itself to taxation in any such jurisdiction if it is not
so subject;



 


		(vi)	notify counsel for the Initial Purchasers and, in the case of a Shelf
Registration, notify each Participating Holder and counsel for such Participating Holders promptly and, if requested by any such
Participating Holder or counsel, confirm such advice in writing;



 


		(A)	when a Registration Statement has become effective, when any post-effective
amendment thereto has been filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement
to the Prospectus or any Free Writing Prospectus has been filed;



 


		(B)	of any request by the SEC or any state securities authority for amendments
and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the
Registration Statement has become effective;



 


		(C)	of the issuance by the SEC or any state securities authority of any
stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including
the receipt by the Company of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; 



 


		(D)	if, between the applicable effective date of a Shelf Registration
Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company
contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering
of such Registrable Securities cease to be true and correct in all material respects or if the Company receives any notification
with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation
of any proceeding for such purpose; 



 


		(E)	of the happening of any event during the period a Registration Statement
is effective that makes any statement of material fact made in such Registration Statement or the related Prospectus or any Free
Writing Prospectus untrue or that requires the making of any changes in such Registration Statement or Prospectus or any Free Writing
Prospectus in order to make the statements therein not misleading; and 



 


		(F)	of any determination by the Company that a post-effective amendment
to a Registration Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus would be appropriate;



 




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		(vii)	use its commercially reasonable efforts to obtain the withdrawal
of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of
any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act, including by filing an amendment to such Registration
Statement on the proper form, as promptly as practicable and provide prompt notice to each Holder or Participating Holder of the
withdrawal of any such order or such resolution;



 


		(viii)	in the case of a Shelf Registration, furnish to each Participating
Holder, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without
any documents incorporated therein by reference or exhibits thereto, unless requested), in each case, if such documents are not
available on EDGAR;



 


		(ix)	in the case of a Shelf Registration, cooperate with the Participating
Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such
names (consistent with the provisions of the Indenture) as such Participating Holders may reasonably request at least one Business
Day prior to the closing of any sale of Registrable Securities;



 


		(x)	upon the occurrence of any event contemplated by Clause ‎3(a)(vi)(E)
hereof, use its commercially reasonable efforts to prepare and file with the SEC a supplement or post-effective amendment to the
applicable Exchange Offer Registration Statement or Shelf Registration Statement or the related Prospectus or any Free Writing
Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered
(or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus or Free Writing
Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company shall
notify the Participating Holders (in the case of a Shelf Registration Statement) and the Initial Purchasers and any Participating
Broker-Dealers known to the Company (in the case of an Exchange Offer Registration Statement) to suspend use of the Prospectus
or any Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Participating Holders,
such Participating Broker-Dealers and the Initial Purchasers, as applicable, hereby agree to suspend use of the Prospectus or any
Free Writing Prospectus, as the case may be, until the Company have amended or supplemented the Prospectus or the Free Writing
Prospectus, as the case may be, to correct such misstatement or omission;



 


		(xi)	a reasonable time prior to the filing of any Registration Statement,
any Prospectus, any Free Writing Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus
or a Free Writing Prospectus (excluding any document that is to be incorporated by reference into a Registration Statement, a Prospectus
or a Free Writing Prospectus) after 



 




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initial filing
of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a
Shelf Registration Statement, to the Participating Holders and, to the extent that the Company has been requested to do so, their
counsel) and make such of the representatives of the Company as shall be reasonably requested by the Initial Purchasers or their
counsel (and, in the case of a Shelf Registration Statement, the Participating Holders or their counsel) available for discussion
of such document; and the Company shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus,
any Free Writing Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus or a Free Writing Prospectus
(excluding any document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus),
of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders
and, to the extent that the Company has been requested to do so, their counsel) shall not have previously been advised and furnished
a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Participating
Holders or their counsel) shall reasonably object;


 


		(xii)	obtain a CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, not later than the initial effective date of a Registration Statement;



 


		(xiii)	use its commercially reasonable efforts to cause the Indenture to
be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities,
as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the
Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their commercially reasonable
efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents
required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;



 


		(xiv)	in the case of a Shelf Registration, make available for inspection
by a representative of the Participating Holders (an "Inspector"), any Underwriter participating in any disposition
pursuant to such Shelf Registration Statement, any attorneys and accountants designated by a majority in aggregate principal amount
of the Securities held by the Participating Holders and any attorneys and accountants designated by such Underwriter, at reasonable
times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and its subsidiaries,
and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any
such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that if
any such information is identified by the Company as being confidential or proprietary, each Person receiving such information
shall take such actions as are reasonably necessary to protect the confidentiality of such information to 



 




    - 12  -


     


    

the extent such
action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector, Holder
or Underwriter);


 


		(xv)	use its commercially reasonable efforts to cause all Registrable
Securities to be listed on the New York Stock Exchange and to maintain such listing, in each case to the extent such Registrable
Securities satisfy applicable listing requirements;



 


		(xvi)	if reasonably requested by any Participating Holder, promptly include
in a Prospectus supplement or post-effective amendment such information with respect to such Participating Holder as such Participating
Holder reasonably requests to be included therein, based upon a reasonable belief that it is necessary to make the information
about such Participating Holder not misleading, and make all required filings of such Prospectus supplement or such post-effective
amendment as soon as reasonably practicable after the Company has received notification of the matters to be so included in such
filing;



 


		(xvii)	in the case of a Shelf Registration, enter into such customary agreements
and take all such other actions in connection therewith (including those requested by the Participating Holders of a majority in
principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate
the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection;



 


		(A)	to the extent possible, make such representations and warranties
to the Participating Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and
its subsidiaries and the Registration Statement, Prospectus, any Free Writing Prospectus and documents incorporated by reference
or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters
in underwritten offerings and confirm the same if and when requested;



 


		(B)	obtain opinions of counsel to the Company (which counsel and opinions,
in form, scope and substance, shall be reasonably satisfactory to the Participating Holders and such Underwriters and their respective
counsel) addressed to each Participating Holder and Underwriter of Registrable Securities, covering the matters customarily covered
in opinions requested in underwritten offerings; 



 


		(C)	use its commercially reasonable efforts to obtain "comfort"
letters from the independent registered public accountants of the Company (and, if necessary, any other registered public accountant
of any subsidiary of the Company, or of any business acquired by the Company for which financial statements and financial data
are or are required to be included in the Registration Statement) addressed to each Participating Holder (to the extent permitted
by applicable professional standards) 



 




    - 13  -


     


    

and Underwriter
of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in "comfort"
letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary
prospectus, Prospectus or Free Writing Prospectus; and


 


		(D)	deliver such documents and certificates as may be reasonably requested
by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily
delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company made
pursuant to sub-clause ‎(A) and to evidence compliance with any customary conditions contained in an underwriting agreement;
and



 


		(b)	In the case of a Shelf Registration Statement, the Company may require
each Holder of Registrable Securities to furnish to the Company a Notice and Questionnaire and such other information regarding
such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company may from time to time reasonably
request in writing; provided that if a Holder fails to provide the requested information within 20 Business Days after receiving
such request, the Company may exclude such Holder's Registrable Securities from such Shelf Registration Statement.



 


		(c)	Each Participating Holder agrees that, upon receipt of any notice
from the Company of the happening of any event of the kind described in Clause ‎3(a)(vi)(C) or Clause ‎3(a)(vi)(E) hereof,
such Participating Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement
until such Participating Holder's receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus
contemplated by Clause ‎3(a)(x) hereof and, if so directed by the Company, such Participating Holder will deliver to the Company
all copies in its possession, other than permanent file copies then in such Participating Holder's possession, of the Prospectus
and any Free Writing Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.



 


		(d)	If the Company shall give any notice to suspend the disposition of
Registrable Securities pursuant to a Registration Statement, the Company shall not be required to maintain the effectiveness thereof
during the period of such suspension, and the Company shall extend the period during which such Registration Statement shall be
maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving
of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented
or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions. The Company may give any such notice
only twice during any 365-day period and any such suspensions shall not exceed 60 days in aggregate during any 365-day period and
there shall not be more than three suspensions in effect during any 365-day period.



 




    - 14  -


     


    

		(e)	The Participating Holders who desire to do so may sell such Registrable
Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager
or managers (each an "Underwriter") that will administer the offering will be selected by the Holders of a majority in
principal amount of the Registrable Securities included in such offering.



 


		4.	Participation of Broker-Dealers in Exchange Offer. 



 


		(a)	The Staff has taken the position that any broker-dealer that receives
Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer
as a result of market-making or other trading activities (a "Participating Broker-Dealer") may be deemed to be an "underwriter"
within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection
with any resale of such Exchange Securities.



 


The Company
understands that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes
a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell
the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned
by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to
purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities
for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.


 


		(b)	In light of the above, and notwithstanding the other provisions of
this Agreement, the Company agrees to use its commercially reasonable efforts to amend or supplement the Prospectus contained in
the Exchange Offer Registration Statement for a period of up to 120 days after the last Exchange Date (as such period may be extended
pursuant to Clause ‎3(d) hereof), in order to expedite or facilitate the disposition of any Exchange Securities by Participating
Broker-Dealers consistent with the positions of the Staff recited in Clause ‎4(a) above. The Company further agrees that Participating
Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such
period in connection with the resales contemplated by this Clause ‎4.



 


		(c)	The Initial Purchasers shall have no liability to the Company or
any Holder with respect to any request that they may make pursuant to Clause ‎4(b) hereof.



 


		5.	Indemnification and Contribution. 



 


		(a)	The Company agrees to indemnify and hold harmless each Initial Purchaser
and each Holder, their respective affiliates, and their respective directors, officers, employees, representatives, partners, advisors,
agents and each person who controls each such Initial Purchaser and Holder and their respective affiliates within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Indemnified Parties" and each,
an "Indemnified Party") as follows:



 




    - 15  -


     


    

		(i)	from and against any and all loss, claim, damage, liability and expense
(each, a "Loss" and, together, "Losses") whatsoever, joint or several, as incurred, to which any Indemnified
Party may become subject, related to, arising out of, or based on (i) any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or in any Prospectus or any documents incorporated by reference therein, any Free
Writing Prospectus or any "issuer information" ("Issuer Information") filed or required to be filed pursuant
to Rule 433(d) under the Securities Act or furnished or made available by the Company, directly, through any Initial Purchaser
or otherwise, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading (in connection with any Underwritten
Offering permitted by Clause ‎3, the Company will also indemnify the Underwriters, if any, selling brokers, dealers and similar
securities industry professionals participating in the distribution, their respective affiliates and each Person who controls such
Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus
or any Issuer Information), (ii) any breach by the Company of any of its representations, warranties, covenants or agreements contained
herein, (iii) failure by the Company to make or consummate the Exchange Offer or the withdrawal, rescission, termination, amendment
or extension of the Exchange Offer or any other failure on its part to comply with the terms and conditions contained in any Registration
Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information, or (iv) any of the other Transactions or the
engagement of any Initial Purchaser or Holder pursuant to, and the performance by any Initial Purchaser or Holder of the services
contemplated by, this Agreement, except in the case of this clause (iv) to the extent that any Loss is found in a final judgment
by a court of competent jurisdiction to have resulted primarily from gross negligence or bad faith on the part of any Indemnified
Party or to the extent any Losses include any tax liability of any Initial Purchaser or Holder on its actual net income, profits
or gains, or any recoverable value added tax or similar sales or turnover tax or levy imposed in any jurisdiction, or any applicable
issuance, stamp, registration or transfer duties or taxes (including interest or penalties in respect thereof) (each a "Transfer
Duty") imposed by any government department or other tax authority in the United Kingdom payable on or in connection with
the Exchange Offer and the issue and delivery of the Exchange Securities of the type which is not recoverable under Clause ‎2(c).
This Clause ‎5(a)(i) shall not apply to any Loss in respect of tax which is recoverable pursuant to Clause ‎2(c);



 


		(ii)	from and against any and all Loss whatsoever, as incurred, to the
extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding, commenced or threatened,
or of any claim whatsoever related to, arising out of or based on any matter described in subparagraph ‎(i) above; and



 




    - 16  -


     


    

		(iii)	from and against any and all expense whatsoever, as incurred (including
the fees and disbursements of counsel chosen by the Initial Purchasers and Holders), incurred in investigating, preparing or defending
against any litigation, or investigation or proceeding, commenced or threatened, or any claim whatsoever related to, arising out
of or based on any matter described in ‎(i) above or in enforcing this Agreement, whether or not such Indemnified Party is
a party and whether or not such litigation, investigation or proceeding is initiated or brought by or on behalf of the Company,
to the extent that any such expense is not paid under subparagraph ‎(i) or ‎(ii) above; 



 


provided, however, that
the Company shall not be liable under subclause ‎(i) of paragraph ‎(i) above to the extent arising out of any untrue statement
or omission or alleged untrue statement or omission made in any Registration Statement, any Prospectus, any Free Writing Prospectus
or any Issuer Information in reliance upon and in conformity with written information furnished to the Company by the Initial Purchasers
or Holders expressly for use in such materials.


 


		(b)	the Company agrees that no Indemnified Party shall have any liability
(whether direct or indirect, in contract or tort or otherwise) to the Company, its security holders or creditors relating to or
arising out of the engagement of any Initial Purchaser or Holder pursuant to, or the performance by any Initial Purchaser or Holder
of the services contemplated by, this Agreement except to the extent that any Loss is found in a final judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross negligence or bad faith.



 


		(c)	Promptly after receipt by an Indemnified Party of written notice
of any claim or commencement of an action or proceeding with respect to which indemnification or contribution may be sought hereunder,
such Indemnified Party shall notify the Company in writing of such claim or of the commencement of such action, claim or proceeding,
but failure so to notify the Company will not relieve the Company from any liability which it may have hereunder to such Indemnified
Party, and in any event will not relieve the Company from any other liability that it may have to such Indemnified Party. In the
event of any such claim, action or proceeding, if such Indemnified Party shall notify the Company of the commencement thereof,
the Company shall have the right to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party,
and shall pay the fees and expenses of such counsel; provided, however, (a) if the Company fails to assume such defense
in a timely manner or (b) if there exists or may exist a conflict of interest that would make it inappropriate in the reasonable
judgment of such Indemnified Party for the same counsel to represent the Indemnified Party and the Company, then such Indemnified
Party shall be entitled to retain its own counsel at the expense of the Company, provided, further, however, that the Company
shall not be required to pay the fees and expenses of more than one separate counsel (in addition to any local counsel) for all
Indemnified Parties in any jurisdiction in respect of any single claim, action or proceeding. In respect of any claim, action or
proceeding the defense of which shall have been assumed by the Company in accordance with the foregoing, each Indemnified Party
shall have the right to participate in such litigation and to retain its own counsel at its own expense.



 




    - 17  -


     


    

		(d)	the Company agrees that, without the prior written consent of the
Initial Purchasers and Majority Holders (such consent not to be unreasonably delayed or withheld), it will not settle, compromise
or consent to the entry of any judgment in or with respect to any pending or threatened claim, action, investigation or proceeding
in respect of which indemnification or contribution could be sought under this Clause 5 (whether or not such Initial Purchasers
or Majority Holders or any other Indemnified Party is an actual or potential party to such claim, action, investigation or proceeding),
unless such settlement, compromise or consent (a) includes an unconditional release of each Indemnified Party from all liability
arising out of such claim, action, investigation or proceeding and (b) does not include a statement as to, or an admission of,
fault, culpability or a failure to act by or on behalf of an Indemnified Party.



 


		(e)	If at any time an Indemnified Party shall have requested the Company
to reimburse the Indemnified Party for fees and expenses of counsel, the Company agrees that it shall be liable for any settlement
effected without its written consent if (a) such settlement is entered into more than 45 days after receipt by the Company of the
aforesaid request, (b) the Company shall have received notice of the terms of such settlement at least 30 days prior to such settlement
being entered into and (c) the Company shall not have reimbursed such Indemnified Party in accordance with such request prior to
the date of such settlement.



 


		(f)	If the indemnification provided for in Clause ‎5(a) hereof is
for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any Losses referred to therein,
then the Company agrees to contribute to the aggregate amount of such Losses incurred by such Indemnified Party, as incurred, (a)
in such proportion as is appropriate to reflect the relative benefits to the Company on the one hand and the Initial Purchasers
and Holders on the other hand from the Exchange Offer and other Transactions (whether or not consummated) or (b) if, but only if,
the allocation provided by subclause ‎(a) is for any reason held unenforceable, in such proportion as is appropriate to reflect
not only the relative benefits referred to in subclause ‎(a) above but also the relative fault of the Company on the one hand
and the Initial Purchasers and Holders on the other hand in connection with the statements or omissions which resulted in such
Losses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and the Initial
Purchasers and Holders on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by
the Company or the Initial Purchasers or Holders, and the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company on the one hand and the Initial Purchasers and Holders on the other
hand agree that it would not be just and equitable if contribution pursuant to this Clause ‎5(f) were determined by pro
rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to
above in this Clause ‎5(f). The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an Indemnified
Party and referred to above in this Clause ‎5(f) shall be deemed to include any legal or other expenses reasonably incurred
by such Indemnified Party in investigating, preparing or defending against any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or 



 




    - 18  -


     


    

threatened,
or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding
the provisions of this Clause ‎5, in no event shall a Holder be required to contribute any amount in excess of the amount by
which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that
such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.
The rights of any Indemnified Party under this Agreement shall be in addition to and not in limitation of any rights that any Indemnified
Party may have at common law or otherwise. The Holders' obligations to contribute pursuant to this Clause ‎5 are several and
not joint. Notwithstanding the provisions of this Agreement, no person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.


 


		(g)	The indemnity and contribution provisions contained in this Clause
‎5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation
made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or
by or on behalf of the Company or the officers or directors of or any Person controlling the Company, (iii) acceptance of any of
the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.



 


		6.	General.



 


		(a)	No Inconsistent Agreements. The Company represents, warrants
and agrees that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of any other outstanding securities issued or guaranteed by the Company under any other agreement
and (ii) the Company has not entered into, or on or after the date of this Agreement will not enter into, any agreement that is
inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof.



 


		(b)	Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless, in the event such amendment, modification, supplement, waiver or consent adversely
affects the interest of Holders, the Company has obtained the written consent of the Majority Holders; provided that no amendment,
modification, supplement, waiver or consent to any departure from the provisions of Clause ‎5 hereof shall be effective as
against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements,
waivers or consents pursuant to this Clause ‎6(b) shall be by a writing executed by each of the parties hereto.



 


		(c)	Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telecopier, or any courier guaranteeing
overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given
in accordance with the provisions of this Clause ‎6(c)], which address initially is, with 



 




    - 19  -


     


    

respect to
the Initial Purchasers, the address set forth in the Underwriting Agreement; (ii) if to the Company, initially at the Company's
address set forth in the Underwriting Agreement and thereafter at such other address, notice of which is given in accordance with
the provisions of this Clause ‎6(c); and (iv) to such other persons at their respective addresses as provided in the Purchase
Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Clause ‎6(c).
All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied;
and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices,
demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified
in the Indenture.


 


		(d)	Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and
without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If
any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such
Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities
such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement
and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers)
shall have no liability or obligation to the Company with respect to any failure by a Holder to comply with, or any breach by any
Holder of, any of the obligations of such Holder under this Agreement.



 


		(e)	Third Party Beneficiaries. Each Holder shall be a third party
beneficiary to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand,
and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to
protect its rights or the rights of other Holders hereunder.



 


		(f)	Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.



 


		(g)	Headings. The headings in this Agreement are for convenience
of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.



 


		(h)	Governing Law. This Agreement, and any claim, controversy
or dispute arising under or related to this Agreement, shall be governed by and construed in accordance with the laws of the State
of New York.



 


		(i)	Entire Agreement; Severability. This Agreement contains the
entire agreement between the parties relating to the subject matter hereof and supersedes all oral 



 




    - 20  -


     


    

statements
and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by
a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions,
covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or
invalidated. The Company and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable
provisions.


 


		(j)	Consent to Jurisdiction and Service; Waivers. The Company
hereby irrevocably submits to the non-exclusive jurisdiction of any state or federal court sitting in the borough of Manhattan,
State of New York in respect of any such action, proceeding or counterclaim and irrevocably agrees that all claims and defenses
in respect of any such suit, action or proceeding may be heard and determined in any such court. The Company irrevocably waives,
to the fullest extent it may effectively do so under applicable law, any objection which it may now or hereafter have to the laying
of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. The Company hereby designates, appoints and empowers Chief
U.S. Counsel, Lloyds Bank plc (or any successor thereto) at 1095 Avenue of the Americas, 34th Floor, New York, NY 10036, as its
designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues,
service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought
against it in any state or federal court sitting in the borough of Manhattan, State of New York in respect of any such action,
proceeding or counterclaim and irrevocably agrees that all claims and defenses in respect of any such suit, action or proceeding
may be heard and determined in any such court. Nothing in this Clause shall affect the right of any Initial Purchaser or Holder,
any of their affiliates or any Indemnified Party to serve process in any manner prescribed by law.



 


		(k)	TRIAL BY JURY. THE COMPANY AND THE INITIAL PURCHASERS (EACH
ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE SHAREHOLDERS) WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING
OUT OF THIS AGREEMENT.



 




    - 21  -


     


    

IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first written above.


 





	LLOYDS BANKING GROUP PLC
	 	 
	By	 /s/ R Shrimpton
	Name:	 R. Shrimpton 
	Title:	 Group Capital Markets Issuance Director



	 	 	 
	
        Confirmed and accepted as of the date first
        above written:

         

	BNP Paribas Securities Inc.
	 	 	 
	By	 /s/ Roger Kim
	 	Name:	 Roger Kim
	 	Title:	 Managing Director
	 	 	 
	 	 	 
	 	 	 
	Goldman, Sachs & Co.
	 	 	 
	By	/s/ Adam Greene
	 	Name:	 Adam Greene
	 	Title:	  Vice President
	 	 	 
	 	 	 
	 	 	 
	Lloyds Securities Inc.
	 	 	 
	By	 /s/ David Keller
	 	Name:	 David Keller
	 	Title:	 Director DCM
	 	 	 
	 	 	 
	 	 	 
	Merrill Lynch, Pierce, Fenner & Smith Incorporated
	 	 	 
	By	 /s/ Andrew Karp 
	 	Name:	 Andrew Karp
	 	Title:	 Managing Director 
	 	 	 
	 	 	 
	Morgan Stanley & Co. LLC
	 	 	 
	By	 /s/ Yurij Slyz
	 	Name:	 Yurij Slyz
	 	Title:	 ED


[Signature Page to Registration Rights
Agreement]


 







 


 
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