Exhibit 4.3


 





Execution Version

 


 


Kyndryl
Holdings, Inc.


 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT dated October
15, 2021 (this “Agreement”) is entered into by and among Kyndryl Holdings, Inc., a Delaware corporation (the
 “Company”) and J.P. Morgan Securities LLC, MUFG Securities Americas Inc., Santander Investment Securities Inc.
and TD Securities (USA) LLC, as representatives of the several initial purchasers listed in Schedule 1 to the Purchase Agreement (as defined
below) (the “Initial Purchasers”).


 


The Company, International Business Machines Corporation
(“IBM”) and the Initial Purchasers are parties to the Purchase Agreement, dated October 7, 2021 (the “Purchase
Agreement”), which provides for the sale by the Company to the Initial Purchasers of the Company’s $700,000,000 aggregate
principal amount of 2.050% Senior Notes due 2026 (the “2026 Notes”), $500,000,000 aggregate principal amount
of 2.700% Senior Notes due 2028 (the “2028 Notes”), $650,000,000 aggregate principal amount of 3.150% Senior
Notes due 2031 (the “2031 Notes”), $550,000,000 aggregate principal amount of 4.100% Senior Notes due 2041 (the
 “2041 Notes” and, together with the 2026 Notes, the 2028 Notes and the 2031 Notes, the “Securities”).
The Securities will be issued pursuant to a supplemental indenture to be dated as of October 15, 2021 (the “Supplemental Indenture”)
to an Indenture to be dated as of October 15, 2021 (the "Base Indenture" and, together with the Supplemental Indenture,
the “Indenture”), between the Company and The Bank of New York Mellon Company, N.A., as trustee (the “Trustee”),
and will be guaranteed on a senior unsecured basis by IBM pursuant to the terms of the Guarantee Agreement, dated as of October 15, 2021,
among the Company, IBM and the Trustee, until terminated and released in accordance with the terms thereof.


 


As an inducement to the Initial Purchasers to enter
into the Purchase 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
Purchase 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:


 


“Base Indenture” shall have
the meaning set forth in the preamble.


 


“Business Day” shall mean any
day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law 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 Section 2(a)(ii) hereof.


 


“Exchange Offer” shall mean
the exchange offer by the Company of Exchange Securities of each series for Registrable Securities of such series pursuant to Section 2(a)
hereof.


 


“Exchange Offer Registration”
shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.


 


“Exchange Offer Registration Statement”
shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and
supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits
thereto and any document incorporated by reference therein.


 


“Exchange Securities” shall
mean senior unsecured notes of a series issued by the Company pursuant to the Supplemental Indenture containing terms identical to the
applicable series of 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
of such series pursuant to the Exchange Offer for such series.


 


“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 mean the Initial
Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees
who become owners of Registrable Securities under the Indenture; provided that, for purposes of Sections 4 and 5 hereof, the term
 “Holders” shall include Participating Broker-Dealers.


 


“Indemnified Person” shall have
the meaning set forth in Section 5(c) hereof.


 


“Indemnifying Person” shall
have the meaning set forth in Section 5(c) hereof.


 


“Indenture” shall have the meaning
set forth in the recitals hereto.


 


“Initial Purchasers” shall have
the meaning set forth in the preamble.


 


“Inspector” shall have the meaning
set forth in Section 3(a)(xiv) hereof.


 


“International Business Machines Corporation”
shall have the meaning set forth in the recitals hereto.


 


“Issuer Information” shall have
the meaning set forth in Section 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.


 


“Participating Broker-Dealers”
shall have the meaning set forth in Section 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 Section 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.


 


“Purchase Agreement” shall have
the meaning set forth in the preamble.


 


“Registrable Securities” shall
mean the Securities; provided that the Securities shall cease to be Registrable Securities (i) 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, (ii) when such Securities cease to be outstanding or (iii) 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 Default” shall
mean the occurrence of any of the following: (i) the Exchange Offer is not completed on or prior to the Target Registration Date,
(ii) the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, has not become
effective on or prior to the Target Registration Date, (iii) if the Company receives a Shelf Request pursuant to Section 2(b)(iii),
the Shelf Registration Statement required to be filed thereby has not become effective by the later of (a) the Target Registration
Date and (b) 120 days after delivery of such Shelf Request, (iv) the Shelf Registration Statement, if required by this Agreement,
has become effective and thereafter ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether
or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable
exists for more than 60 days (whether or not consecutive) in any 12-month period or (v) the Shelf Registration Statement, if required
by this Agreement, has become effective and thereafter, on more than two occasions in any 12-month period during the Shelf Effectiveness
Period, the Shelf Registration Statement ceases to be effective or the Prospectus contained therein ceases to be usable, in each case
whether or not permitted by this Agreement.


 






     


     


    

 


“Registration Expenses” shall
mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i)
all SEC, stock exchange or FINRA registration and filing fees, (ii) 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), (iii) 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, (iv) all rating agency fees, (v) all fees and disbursements
relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its
counsel, (vii) the fees and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the reasonable
and documented 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 (viii) 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 clause (ii) 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 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.


 


“Shelf Effectiveness Period”
shall have the meaning set forth in Section 2(b) hereof.


 


“Shelf Registration” shall mean
a registration effected pursuant to Section 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 (but
no other securities unless approved by a majority in aggregate principal amount of the Securities held by the Participating Holders) 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.


 


“Shelf Request” shall have the
meaning set forth in Section 2(b) hereof.


 


“Staff” shall mean the staff
of the SEC.


 


“Supplemental Indenture” shall
have the meaning set forth in the preamble.


 


“Target Registration Date” shall
mean October 15, 2022.


 


“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 Trust Company, N.A., as the trustee with respect to the Securities under the Indenture, and any successor thereto.


 


“Underwriter” shall have the
meaning set forth in Section 3(e) hereof.


 


“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 (x) cause to be filed an Exchange Offer Registration Statement covering an offer
to the Holders to exchange all the Registrable Securities for Exchange Securities and (y) have such Registration Statement become
and remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. The Company shall
commence the Exchange Offer for each series promptly after the Exchange Offer Registration Statement is declared effective by the SEC
and use its commercially reasonable efforts to complete the Exchange Offer for such series not later than 60 days after such effective
date.


 


The Company shall commence the Exchange Offer for
each series 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 of such series validly tendered
and not properly withdrawn will be accepted for exchange;



 


		(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 of a series exchanged pursuant to the Exchange Offer for such series 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 with respect to
such Exchange Offer; and



 


		(v)	that any Holder of Registrable Securities of a series will be entitled to withdraw its election, not later than the close of business
on the last Exchange Date with respect to the Exchange Offer for such series, by (A) sending to the institution at the address specified
in the notice, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable
Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B)
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 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 of such series 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 of such series 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
of such series equal in principal amount to the principal amount of the Registrable Securities of such series tendered by such Holder.



 


The Company shall use its 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 Section 2(a) hereof is not available
or the Exchange Offer for Registrable Securities of a series 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 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 of the applicable series 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 after such determination,
date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities of
such series by the Holders thereof and to have such Shelf Registration Statement become effective; 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 Section 3(b) hereof.


 


In the event that the Company is required to file
a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company shall use its commercially reasonable efforts
to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 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 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 their 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 Section 2(a) or Section 2(b) hereof.
Each Holder shall pay all underwriting discounts and commissions, brokerage commissions 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 Section 2(a) hereof will not be deemed to have become effective unless it has been
declared effective by the SEC. A Shelf Registration Statement pursuant to Section 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.


 


If a Registration Default occurs, with respect
to a series of Registrable Securities, the interest rate on the Registrable Securities of such series will be increased by (i) 0.25% per
annum for the first 90-day period beginning on the day immediately following such Registration Default and (ii) an additional 0.25% per
annum with respect to each subsequent 90-day period, in each case until and including the date such Registration Default ends, up to a
maximum increase of 0.50% per annum. A Registration Default ends when the Securities of such series cease to be Registrable Securities
or, if earlier, (1) in the case of a Registration Default under clause (i) of the definition thereof, when the Exchange Offer for
such series is completed, (2) in the case of a Registration Default under clause (ii) or clause (iii) of the definition
thereof, when the Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (iv)
or clause (v) of the definition thereof, when the Shelf Registration Statement again becomes effective or the Prospectus again becomes
usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration
Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that
begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default.


 


(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 their obligations under Section 2(a) and Section 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 Section 2(a) and Section 2(b) hereof.


 






     


     


    

 


3.       Registration
Procedures. (a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company shall:


 


(i)       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 their commercially reasonable efforts to cause such Registration Statement to become
effective and remain effective for the applicable period in accordance with Section 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 Section 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 Section 4(3) 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 Section 3(c) hereof, the Company consents 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
their 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; cooperate with such Participating Holders in connection with any filings required to be made with FINRA;
and 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 (1) 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, (2) file any general consent to service of process in any such jurisdiction or (3) 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 (1) 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, (2) 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, (3) 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, (4) 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, (5) of the happening of any event during the period a Registration Statement is effective that makes any
statement made in such Registration Statement or the related Prospectus or any Free Writing Prospectus untrue in any material respect
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 (6) 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;


 


(vii)       use
their reasonable best 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, at the earliest possible moment and provide immediate 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, upon request by a Participating Holder, furnish to such 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);


 


(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 Section 3(a)(vi)(5) hereof, use their 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 related 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 has amended or supplemented the Prospectus or the Free Writing Prospectus,
as the case may be, to correct such misstatement or omission;


 


(xi)       in
the case of a Shelf Registration Statement, a reasonable time prior to the filing of such Registration Statement, any related Prospectus,
any related Free Writing Prospectus, any amendment to such Registration Statement or amendment or supplement to a related Prospectus or
a Free Writing Prospectus or of any document that is to be incorporated by reference into such Registration Statement, Prospectus or Free
Writing Prospectus after initial filing of such Registration Statement (except for current reports filed on Form 8-K filed in the ordinary
course of business), provide copies of such document to the Initial Purchasers and their counsel and to the Participating Holders and
their counsel and make such of the representatives of the Company as shall be reasonably requested by the Initial Purchasers or their
counsel and 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 Shelf Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement
to such Registration Statement or Prospectus or Free Writing Prospectus, or (except for current reports filed on Form 8-K filed in the
ordinary course of business) any document that is to be incorporated by reference into such Registration Statement, Prospectus or Free
Writing Prospectus, of which the Initial Purchasers and their counsel and the Participating Holders and their counsel shall not have previously
been advised and furnished a copy or to which the Initial Purchasers or their counsel, and the Participating Holders or their counsel
shall reasonably object within a reasonable time after receipt thereof, unless counsel to the Company advises that such Prospectus or
Free Writing Prospectus or document that is to be incorporated by reference into such Shelf Registration Statement is required, in the
opinion of counsel to the Company, by applicable laws;


 


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


 






     


     


    

 


(xiii)       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 enter into a non-disclosure agreement with the Company);


 


(xv)       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 and make all required
filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters
to be so included in such filing; and


 


(xvi)       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 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 with an Underwritten Offering, (1) 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, (2) 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,
(3) 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) 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 (4) 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 clause (1) above and to evidence compliance with any customary conditions
contained in an underwriting agreement..


 






     


     


    

 



 


(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.


 


(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 Section 3(a)(vi)(3)
or Section 3(a)(vi)(5) 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 Section 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 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 for each suspension and there shall not be more than two suspensions in effect during any 365-day period.


 


(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 and shall be
reasonably acceptable to the Company.


 


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 amend or supplement the Prospectus
contained in the Exchange Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such period may
be extended pursuant to Section 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 Section 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 Section 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 Section 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,
directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including,
without limitation, reasonable and documented legal fees and other expenses incurred in connection with any suit, action or proceeding
or any claim asserted, as such fees and expenses are incurred), joint and several, that arise out of, or are based upon, (1) any untrue
statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2)
any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, 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 any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities
arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in
conformity with any information relating to any Initial Purchaser, or information relating to any Holder furnished to the Company in writing
through the Initial Purchasers or any selling Holder, respectively, expressly for use therein. In connection with any Underwritten Offering
permitted by Section 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.


 






    


     


    

 


(b)       Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Initial Purchasers and the other selling Holders,
the directors of the Company, each officer of the Company who signed the Registration Statement and each Person, if any, who controls
the Company, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims,
damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in writing by such Holder
expressly for use in any Registration Statement, any Prospectus and any Free Writing Prospectus.


 


(c)       If
any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified
Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”)
in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have
under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights
or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve
it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding
shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying
Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled
to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable
and documented fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as
incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory
to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to
it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding
(including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by
the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that
the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the
reasonable and documented fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons,
and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its
affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by the Initial Purchasers,
(y) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders
and (z) in all other cases shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement
of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff,
the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement
or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending
or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been
sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person,
in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of
such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf
of any Indemnified Person.


 






    


     


    

 


(d)       If
the indemnification provided for in paragraphs (a), (b) and (c) above is unavailable to an Indemnified Person or insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company from
the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange
Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the
relative fault of the Company on the one hand and the Holders on the other in connection with the statements or omissions that resulted
in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company
on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company
or by the Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement
or omission.


 


(e)       The
Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined
by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that
does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject
to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action
or claim. Notwithstanding the provisions of this Section 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.
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. The Holders’ obligations to contribute pursuant
to this Section 5 are several and not joint.


 






    


     


    

 


(f)        The
remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available
to any Indemnified Person at law or in equity.


 


(g)       The
indemnity and contribution provisions contained in this Section 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 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 the Company has obtained the written consent
of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment,
modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure
from the provisions of Section 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 Section 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, fax, 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 Section 6(c), which address initially is, with respect
to the Initial Purchasers, the addresses set forth in the Purchase Agreement and (ii) if to the Company, initially at the Company’s
address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions
of this Section 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 faxed; 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 signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each
of which shall be an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via
facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions
Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


(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 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.


 


[Signature Page as Follows]




 






    


     


    

 


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


 


	 	Kyndryl Holdings, Inc.
	 	 
	 	By	/s/ Mark Hobbert
	 	Name:	Mark Hobbert
	 	Title:	Assistant Treasurer




 


[Signature Page to Registration
Rights Agreement]


 






    


     


    

 


Confirmed and accepted as of the date first above written:


 


Very truly yours,


 


J.P. MORGAN SECURITIES LLC


 


For itself and on behalf of the


several Initial Purchasers


 


	By	/s/ Som Bhattacharyya	 
	 	Name: Som Bhattacharyya	 
	 	Title: Executive Director	 




 


[Signature Page –
Kyndryl Registration Rights Agreement]


 






    


     


    

 


Confirmed and accepted as of the date first above written:


 


Very truly yours,


 


Bank Name: MUFG Securities Americas Inc.



For itself and on behalf of the

several Initial Purchasers


 


	By	/s/ Richard Testa                 	 
	 	Name: Richard Testa	 
	 	Title: Managing Director	 


 


[Signature Page –
Kyndryl Registration Rights Agreement]


 






    


     


    

  


Confirmed and accepted as of the date first above written:



 


Very truly yours,




Bank Name: Santander Investment Securities Inc.



For itself and on behalf of the

several Initial Purchasers


 


	By	/s/ Richard Zobkiw               	 
	 	Name: Richard Zobkiw	 
	 	Title: Executive Director	 


 


	By	/s/ Daniel Penaloza               	 
	 	Name: Daniel Penaloza	 
	 	Title: Executive Director	 


 


[Signature Page –
Kyndryl Registration Rights Agreement]


 






    


     


    

 


Confirmed and accepted as of the date first above written:



 


Very truly yours,




Bank Name: TD Securities (USA) LLC



For itself and on behalf of the

several Initial Purchasers


 


	By	/s/ Luiz Lanfredi               	 
	 	Name: Luiz Lanfredi	 
	 	Title: Director	 


  


[Signature Page –
Kyndryl Registration Rights Agreement]