EX-4.12


 Exhibit 4.12 

EXECUTION VERSION 

REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT dated October 9, 2015, (this “Agreement”) is entered into by and among Hewlett
Packard Enterprise Company, a Delaware corporation (the “Company”), Hewlett-Packard Company, a Delaware corporation (the “Initial Guarantor”), and Citigroup Global Markets Inc., Goldman, Sachs & Co. and
J.P. Morgan Securities LLC (the “Representatives”), as representatives of the initial purchasers listed on Schedule 1 (the “Initial Purchasers”) to the Purchase Agreement dated as of September 30, 2015 among
the Company, the Initial Guarantor and the Representatives (the “Purchase Agreement”). 
 The Company, the Initial
Guarantor and the Representatives are parties to the Purchase Agreement, which provides for the sale by the Company to the Initial Purchasers of $2,250,000,000 aggregate principal amount of the Company’s 2.450% Senior Notes due 2017 (the
“2017 notes”), $2,650,000,000 aggregate principal amount of the Company’s 2.850% Senior Notes due 2018 (the “2018 notes”), $3,000,000,000 aggregate principal amount of the Company’s 3.600% Senior Notes due
2020 (the “2020 notes”), $1,350,000,000 aggregate principal amount of the Company’s 4.400% Senior Notes due 2022 (the “2022 notes”), $2,500,000,000 aggregate principal amount of the Company’s 4.900% Senior
Notes due 2025 (the “2025 notes”), $750,000,000 aggregate principal amount of the Company’s 6.200% Senior Notes due 2035 (the “2035 notes”), $1,500,000,000 aggregate principal amount of the Company’s
6.350% Senior Notes due 2045 (the “2045 notes”), $350,000,000 aggregate principal amount of the Company’s Floating Rate Notes due 2017 (the “2017 floating rate notes”) and $250,000,000 aggregate principal
amount of the Company’s Floating Rate Notes due 2018 (the “2018 floating rate notes” and, together with the 2017 notes, the 2018 notes, the 2020 notes, the 2022 notes, the 2025 notes, the 2035 notes, the 2045 notes and the 2017
floating rate notes, the “Securities”) which initially will be guaranteed on an unsecured senior basis by the Initial Guarantor pursuant to the terms of the Indenture (as defined below). As an inducement to the Initial Purchasers to
enter into the Purchase Agreement, the Company and the Initial Guarantor have 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: 

“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. 
 “Closing Date” shall mean the Closing Date as defined in the Purchase
Agreement. 
 “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 and, if applicable, the Guarantor 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 notes of a series issued by the Company and guaranteed by the Guarantor
under the Indenture (unless the Guarantee has been terminated pursuant to the terms of the 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. 

“Guarantee” shall mean the guarantee of the Securities and guarantee of the Exchange Securities by the Guarantor under the
Indenture. 
 “Guarantor” shall mean the Initial Guarantor, for so long as the Initial Guarantor guarantees the Securities
under the Indenture. 
 “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 Section 4 and Section 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 mean the indenture dated as of October 9, 2015 between the Company and the Trustee, as supplemented by
each supplemental indenture thereto 

  
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dated as of October 9, 2015 between the Company and the Trustee, as each may be further amended or supplemented 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 Section 3(a)(xiv) hereof. 

“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 of each series; 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 

  
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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) 90 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 30 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 and the Guarantor, if applicable, 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 related to the preparation, printing and distribution of 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 reasonable and documented fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Guarantor, if applicable, and, in
the case of a Shelf Registration Statement, the reasonable 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 and the Guarantor,
if applicable, 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. 

  
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 “Registration Statement” shall mean any registration statement of the Company
and, if applicable, the Guarantor 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. 

“Representatives” shall have the meaning set forth in the preamble. 

“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 and, if applicable, the
Guarantor 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. 

“Target Registration Date” shall mean 365 days after the Closing Date. 

“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, each of the Company and, if 

  
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applicable, the Guarantor shall use its reasonable best efforts to (x) cause to be filed with the SEC 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 and, if
applicable, the Guarantor shall commence the Exchange Offer for each series promptly after the Exchange Offer Registration Statement is declared effective by the SEC and shall each use its reasonable best efforts to complete the Exchange Offer for
such series not later than 60 days after such effective date. 
 The Company and, if applicable, the Guarantor shall commence the Exchange
Offer for each series by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents, if any, 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 (or longer if required by applicable law)) (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 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 and, if applicable, the Guarantor
that prior to the consummation of the Exchange Offer (which representation shall be contained in the letter of transmittal or other document accompanying the Exchange Offer Registration Statement) (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


  
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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 applicable, the Guarantor 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 with respect to an Exchange Offer for Registrable Securities of a series, the Company
and, if applicable, the Guarantor shall: 
  

	(I)	accept for exchange Registrable Securities of such series or portions thereof validly tendered and not properly withdrawn pursuant to such 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 validly tendered by such Holder and accepted for exchange pursuant to the
Exchange Offer. 

 Each of the Company and, if applicable, the Guarantor shall use its reasonable best 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 and, if applicable, the Guarantor determine 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 with respect to such Exchange Offer 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 Holder representing that it holds Registrable Securities of the applicable series that are or were ineligible to
be exchanged in the Exchange Offer, each of the Company and, if applicable, the Guarantor shall use its reasonable best 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. 

  
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 In the event that the Company and, if applicable, the Guarantor are required to file a Shelf
Registration Statement pursuant to clause (iii) of the preceding sentence, each of the Company and, if applicable, the Guarantor shall use its reasonable best 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. 
 Each of the Company and, if
applicable, the Guarantor agree to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The
Company and, if applicable, the Guarantor further agree 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 reasonable best 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. Each of the Company and, if applicable, the Guarantor 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 and, if applicable, the Guarantor 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 1.00% 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 

  
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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 and the Initial Guarantor acknowledge that
any failure by the Company or the Initial Guarantor 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 and the Initial Guarantor’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 and, if applicable, the Guarantor 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 and, if applicable, the Guarantor, (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 reasonable best 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 or, if applicable, the Guarantor 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 (if any Registrable Securities held by the Initial Purchasers are included in such Registration Statement), 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, 

  
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subject to Section 3(c) hereof, the Company and, if applicable, the Guarantor 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
their reasonable best 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 neither the Company nor, if applicable, the Guarantor shall 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,
(3) subject itself to taxation in any such jurisdiction if it is not so subject or (4) make any changes to its incorporating organization documents; 

(vi) In the case of a Shelf Registration, notify counsel for the Initial Purchasers, 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 Shelf 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 Shelf Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the Shelf 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 Shelf 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 or, if applicable, the Guarantor 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 or, if applicable, the Guarantor 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 or, if applicable, the Guarantor 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 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, 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 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; 
 (ix) upon the occurrence of
any event contemplated by Section 3(a)(vi)(5) hereof with respect to an Exchange Offer Registration Statement or Shelf Registration Statement, use their reasonable best 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 and, if applicable, the Guarantor 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 and, if applicable, the Guarantor have amended or supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct such misstatement or omission; 

(x) in the case of a Shelf Registration Statement, a reasonable time prior to the filing of any Shelf Registration Statement, any Prospectus,
any Free Writing Prospectus, any amendment to a Shelf Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus or of any document that is to be incorporated by reference into a Shelf Registration Statement, a
Prospectus or a Free Writing Prospectus after initial filing of a Shelf Registration Statement, 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 and, if applicable, the Guarantor 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
and, if applicable, the Guarantor shall not, at any time after initial filing of a Shelf Registration Statement, use or file any Prospectus, any Free 

  
 11 







 
Writing Prospectus, any amendment of or supplement to a Shelf Registration Statement or a Prospectus or a 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 a Shelf Registration Statement is required, in the opinion of counsel to the
Company, by applicable laws; 
 (xi) 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; 

(xii) 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 reasonable best 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; 
 (xiii) in the case of a Shelf Registration, make available for inspection by (i) any Underwriter participating in
any disposition pursuant to such Shelf Registration Statement and any attorneys and accountants designated by such Underwriter and (ii) a representative of the Participating Holders (an “Inspector”) and any attorneys and
accountants, each as designated by a majority in aggregate principal amount of the Securities held by the Participating Holders, 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 and, if applicable, the Guarantor to supply all information reasonably requested by any such Underwriter, Inspector, attorney or accountant
in connection with a Shelf Registration Statement; provided that if any such information is identified by the Company or, if applicable, the Guarantor 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 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); 
 (xiv) 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 
 (xv) 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


  
 12 







 
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,
(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 required by the applicable underwriting agreement, (2) obtain opinions of counsel to the Company and, if applicable, the Guarantor (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, in customary form subject to customary limitations,
assumptions and exclusions and 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
applicable, the Guarantor (and, if necessary, any other registered public accountant of any subsidiary of the Company or, if applicable, the Guarantor, or of any business acquired by the Company or, if applicable, the Guarantor 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 each of the Company and, if applicable, the Guarantor made pursuant to clause (1) above and to evidence
compliance with any customary conditions contained in the applicable 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 and, if applicable, the Guarantor may from time to time reasonably request in writing. For greater certainty, the Company and, if applicable, the Guarantor shall be entitled to refuse to include for registration the Registrable
Securities held by a Holder who fails to comply with such request and such Holder shall not be entitled to include for registration its Registrable Securities until it provides such information. 

(c) Each Participating Holder agrees that, upon receipt of any notice from the Company and, if applicable, the Guarantor 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 and, if applicable, the Guarantor, such
Participating Holder will deliver to the Company and, if applicable, the 

  
 13 







 
Guarantor 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 and, if applicable, the Guarantor shall
give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company and, if applicable, the Guarantor 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 and, if applicable, the Guarantor may give any such notice only twice during any 365-day period and any such suspensions shall not exceed 30 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. 

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 and the Guarantor understand 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 and, if applicable, the Guarantor agree 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 and, if applicable, the Guarantor further agree 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. 

  
 14 







 (c) The Initial Purchasers shall have no liability to the Company, the Initial Guarantor 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 and, if applicable and a co-registrant on a Registration Statement, the Guarantor, jointly and severally, agree 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, 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 or 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 Representatives or any selling Holder, respectively, expressly for use
therein. In connection with any Underwritten Offering permitted by Section 3, each of the Company and, if applicable, the Guarantor, jointly and severally, 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 Guarantor, the Initial Purchasers and the
other selling Holders, the directors of the Company and the Guarantor, each officer of the Company and the Guarantor who signed the Registration Statement and each Person, if any, who controls the Company, the Guarantor, 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 

  
 15 







 
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 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 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 Representatives, (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) and (b) 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 

  
 16 







 
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 and the Guarantor, if applicable, 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 and the Guarantor, if applicable, 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 and the Guarantor, if applicable 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 and the Guarantor, if applicable, 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, the Guarantor 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 Guarantor or the officers or directors of or any Person controlling the Company or the Guarantor, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable
Securities pursuant to a Shelf Registration Statement. 

  
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 6. General. 

(a) No Inconsistent Agreements. The Company and the Initial Guarantor represent, warrant and agree 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 or the Initial Guarantor under any other agreement and
(ii) neither the Company nor the Initial Guarantor has 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 and, if applicable, the Guarantor have 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, 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 Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement;
(ii) if to the Company and the Initial Guarantor, 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); and (iii) 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 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
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 

  
 18 







 
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 or the Initial Guarantor 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 and the Initial Guarantor, 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, including Article 5, Title 14, Section 5-1401 of the General Obligations Law of the State of New York. 

(i) Submission to Jurisdiction. The Company and the Initial Guarantor hereby submit to the non-exclusive jurisdiction of the Federal
and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby. 

(j) 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, the Initial Guarantor, if
applicable, 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 pages follow] 

  
 19 







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

  

			
	 HEWLETT PACKARD ENTERPRISE COMPANY

		
	 By
	 	         /s/ Catherine A. Lesjak



 
			
	 Name:
	 	 Catherine A. Lesjak

	 Title:
	 	 Chief Financial Officer

	
	 HEWLETT-PACKARD COMPANY



 
			
		
	 By
	 	         /s/ Kirt P. Karros



 
			
	 Name:
	 	 Kirt P. Karros

	 Title:
	 	 Senior Vice President and

Treasurer



 [Signature Page to Registration Rights Agreement] 






 Confirmed and accepted as of the date first above written: 

For themselves and on behalf of the 
 several Initial Purchasers

  

			
	CITIGROUP GLOBAL MARKETS INC.


			
		
	By	 	        /s/ Brian D. Bednarski


			
	Name:	 	Brian D. Bednarski
	Title:	 	Managing Director
	
	GOLDMAN, SACHS & CO.


			
		
	By	 	        /s/ Adam Greene


			
	Name:	 	Adam Greene
	Title:	 	Vice President
	
	J.P. MORGAN SECURITIES LLC


			
		
	By	 	        /s/ Stephen L. Sheiner


			
	Name:	 	Stephen L. Sheiner
	Title:	 	Executive Director

 [Signature Page to Registration Rights Agreement]