EX-4.3



 Exhibit 4.3 

$600,000,000 

HUNTINGTON INGALLS INDUSTRIES, INC. 

3.483% Senior Notes due 2027 

REGISTRATION RIGHTS AGREEMENT 

December 1, 2017 
 J.P. Morgan Securities LLC

 Merrill Lynch, Pierce, Fenner & Smith 

                     Incorporated 

Mizuho Securities USA LLC 
 Wells Fargo Securities, LLC 

  As Representatives of the Several Initial Purchasers, 

    c/o J.P. Morgan Securities LLC 

 383 Madison Avenue 

 New York, New York 10179 

    c/o Merrill Lynch, Pierce, Fenner & Smith 

                          
     Incorporated 
  One Bryant Park 

 New York, New York 10036 

    c/o Mizuho Securities USA LLC 

 320 Park Avenue 
  New
York, New York 10022 
     c/o Wells Fargo Securities, LLC 

 550 South Tryon Street, 5th Floor 

 Charlotte, North Carolina 28202 
 Ladies
and Gentlemen: 
 Huntington Ingalls Industries, Inc., a Delaware corporation (the “Company”), proposes to issue and sell
to J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA LLC and Wells Fargo Securities LLC (collectively, the “Representatives”) as representatives of the initial purchasers
named in Annex E hereto (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated November 16, 2017 (the “Purchase Agreement”), $600,000,000 aggregate principal amount of
its 3.483% Senior Notes due 2027 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by the Issuer’s domestic subsidiaries listed on Schedule III of the Purchase Agreement and each of
the Company’s future direct and indirect subsidiaries that guarantees the Company’s credit facilities (the “Guarantors”). The Initial Securities will be issued pursuant to an Indenture, of even date herewith (the
“Indenture”), among the Company, the Guarantors and Wells Fargo Bank, N.A. (the “Trustee”). As an inducement to the Initial Purchasers, the Company and the Guarantors agree with the Initial Purchasers, for the
benefit of the holders of the Initial Securities 







 
(including, without limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively, the
“Holders”), as follows: 
 1. Registered Exchange Offer. The Company and the Guarantors shall, at their
own cost, after the date of original issue of the Initial Securities (the “Issue Date”) use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission (the “Commission”) a
registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the
“Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange
Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and identical in all
material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act.
The Company and the Guarantors shall use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act and shall use their commercially reasonable efforts to keep the
Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed or otherwise delivered to the Holders (such period
being called the “Exchange Offer Registration Period”). 
 If the Company and the Guarantors commence the Registered
Exchange Offer, the Company and the Guarantors will be entitled to close the Registered Exchange Offer 20 business days after such commencement provided that the Company and the Guarantors have accepted all the Initial Securities theretofore validly
tendered in accordance with the terms of the Registered Exchange Offer. 
 Following the declaration of the effectiveness of the Exchange
Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange
the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a
broker-dealer tendering Initial Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution of
the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under
the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company and the Guarantors shall use their commercially reasonable efforts to consummate the Registered Exchange Offer no
later than the 366th day after the Issue Date (such 366th day, the “Consummation Deadline”). 

The Company and the Guarantors acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the
Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading
activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer
Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by
such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required to
deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. 

The Company and the Guarantors shall use their commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and
to amend and supplement the prospectus contained 

  
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therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons
must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial
Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and
(ii) the Company and the Guarantors shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after
the consummation of the Registered Exchange Offer. 
 If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds
Initial Securities acquired by it as part of its initial distribution, the Company and the Guarantors, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial
Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities issued under the Indenture and
identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in
Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.”

 In connection with the Registered Exchange Offer, the Company and the Guarantors shall: 

(a) mail or otherwise deliver to each Holder a copy of the prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and related documents; 
 (b) keep the Registered Exchange
Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice thereof is mailed or otherwise delivered to the Holders; 

(c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan,
The City of New York, which may be the Trustee or an affiliate of the Trustee; 
 (d) permit Holders to withdraw
tendered Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and 

(e) otherwise comply in all material respects with all applicable laws. 

As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company and the
Guarantors shall: 
 (x) accept for exchange all the Initial Securities validly tendered and not withdrawn pursuant to
the Registered Exchange Offer and the Private Exchange; 
 (y) deliver to the Trustee for cancellation all of the
Initial Securities so accepted for exchange; and 

  
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 (z) cause the Trustee to authenticate and deliver promptly to each Holder of
the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange. 

The Indenture provides that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all
of the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter. 

Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange
will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the date of original issue of the Initial
Securities. 
 Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company and the Guarantors
that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder is not engaged in, and does not intend to
engage in, and has no arrangements or understanding with any person to participate in the distribution of the Initial Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an
“affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, and
(iv) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be
required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 
 Notwithstanding any
other provisions hereof, the Company and the Guarantors will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material
respects with the applicable requirements of the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement
to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading. 
 2. Shelf Registration. If, (i) because of any change in law or in applicable interpretations
thereof by the staff of the Commission, the Company and the Guarantors are not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 366 days
after the Issue Date, (iii) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) held by it that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer
and held by it following consummation of the Registered Exchange Offer, (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer and holds Initial Securities following consummation of the
Exchange Offer or (v) any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer does not receive freely tradeable Exchange Securities on the date of the exchange and, in each case, such Holder so requests,
the Company and the Guarantors shall take the following actions: 
 (a) The Company and the Guarantors shall, at their
cost, with respect to (i) in the preceding paragraph, by the Consummation Deadline, and with respect to (ii) through (iv) in the preceding paragraph, within 30 days after so required or requested pursuant to this Section 2 (the


  
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Consummation Deadline or such 30th day, as applicable, a “filing deadline”) use their commercially reasonable efforts to file
with the Commission and thereafter shall use their commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) no later than 60 days after the applicable filing deadline (such 60th day, an “effectiveness deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a
“Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in
accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial
Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. 

(b) The Company and the Guarantors shall use their commercially reasonable efforts to keep the Shelf Registration
Statement continuously effective until the date on which all Initial Securities registered thereunder are disposed of in accordance therewith; provided, however, that nothing in this Section 2(b) shall require the Company and the Guarantors to
file with the Commission or maintain the effectiveness of any additional registration statements in connection with the Shelf Registration following the three-year period after effectiveness of the Shelf Registration Statement as described in Rule
415(a)(5). The Company and the Guarantors shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in
Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law. 

(c) The Company and the Guarantors shall cause the Shelf Registration Statement and the related prospectus and any
amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 

3. Registration Procedures. In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent
applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply: 

(a) The Company and the Guarantors shall (i) cause to be furnished to each Initial Purchaser, prior to the filing
thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold
allotment from the original offering) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company and the Guarantors shall use their commercially reasonable efforts to reflect in each such document, when so
filed with the Commission, such comments as such Initial Purchaser reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the
“Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D
hereto in any Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser, include the information required by Items 507 or 508 of Regulation S-K
under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the 

  
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prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Initial Purchasers, which shall contain a
summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating
Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Initial Purchasers based upon advice of counsel (which may
be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include in the prospectus included in the Shelf Registration
Statement (or, if permitted by Commission Rule 430B(b), in a prospectus supplement that becomes a part thereof pursuant to Commission Rule 430B(f)) that is delivered to any Holder pursuant to Section 3(d) and (f), the names of
the Holders, who propose to sell Securities pursuant to the Shelf Registration Statement, as selling security holders. 

(b) The Company and the Guarantors shall give written notice to the Initial Purchasers, the Holders of the Securities and
any Participating Broker-Dealer from whom the Company and the Guarantors have received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made): 

(i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration
Statement or any post-effective amendment thereto has become effective; 
 (ii) of any request by the Commission for
amendments or supplements to the Registration Statement or the prospectus included therein or for additional information; 

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or
the initiation of any proceedings for that purpose, of the issuance by the Commission of a notification of objection to the use of the form on which the Registration Statement has been filed, and of the happening of any event that causes the Company
to become an “ineligible issuer,” as defined in Commission Rule 405; 
 (iv) of the receipt by the
Company, the Guarantors or their legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and 

(v) of the happening of any event that requires the Company or the Guarantors to make changes in the Registration
Statement or the prospectus in order that neither the Registration Statement nor the prospectus contains an untrue statement of a material fact nor omits to state a material fact required to be stated therein or necessary to make the statements
therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading. 

(c) The Company and the Guarantors shall use their commercially reasonable efforts to obtain the withdrawal, at the
earliest possible time, of any order suspending the effectiveness of the Registration Statement. 

  
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 (d) The Company and the Guarantors shall cause to be furnished to each
Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment or supplement thereto, including financial statements and schedules,
and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference). The Company and the Guarantors shall not, without the prior consent of the Initial Purchasers, make any offer relating to the
Securities that would constitute a “free writing prospectus,” as defined in Commission Rule 405. 

(e) The Company and the Guarantors shall cause to be delivered to each Exchanging Dealer and each Initial Purchaser, and
to any other Holder who so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Initial Purchaser or any such
Holder requests, all exhibits thereto (including those incorporated by reference). 
 (f) The Company and the Guarantors
shall, during the Shelf Registration Period, cause to be delivered to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included
in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company and the Guarantors consent, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or
supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. 

(g) The Company and the Guarantors shall cause to be delivered to each Initial Purchaser, any Exchanging Dealer, any
Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any
amendment or supplement thereto as such persons may reasonably request. The Company and the Guarantors consent, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any Initial
Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus,
or any amendment or supplement thereto, included in such Exchange Offer Registration Statement. 
 (h) Prior to any
public offering of the Securities, pursuant to any Registration Statement, the Company and the Guarantors shall use their commercially reasonable efforts to register or qualify or cooperate with the Holders of the Securities included therein and
their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder of the Securities reasonably
requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company and the Guarantors
shall not be required to (i) qualify generally to do business in any jurisdiction where they are not then so qualified or (ii) take any action which would subject them to general service of process or to taxation in any jurisdiction where
they are not then so subject. 
 (i) The Company and the Guarantors shall cooperate with the Holders of the Securities
to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may
request a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement. 

  
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 (j) Upon the occurrence of any event contemplated by clauses
(ii) through (v) of Section 3(b) above during the period for which the Company and the Guarantors are required to maintain an effective Registration Statement, the Company and the Guarantors shall promptly prepare and file a
post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not
contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company
and the Guarantors notify the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer in accordance with clauses (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the
requisite changes to the prospectus have been made, then the Initial Purchasers, the Holders of the Securities and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration
Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and
including the date when the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j). 

(k) Not later than the effective date of the applicable Registration Statement, the Company and the Guarantors will
provide a CUSIP number for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and provide the Trustee with certificates for the Initial Securities, the Exchange Securities or the Private Exchange
Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company. 
 (l) The Company and
the Guarantors will comply in all material respects with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to its
security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which
statement shall cover such 12-month period. 
 (m) The Company and the
Guarantors shall use their commercially reasonable efforts to cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such
qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company and the Guarantors shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

 (n) The Company and the Guarantors may require each Holder of Securities to be sold pursuant to the Shelf
Registration Statement to furnish to the Company and the Guarantors such information regarding the Holder and the distribution of the Securities as the Company and the Guarantors may from time to time reasonably require for inclusion in the Shelf
Registration Statement, and the Company and the Guarantors may exclude from such registration the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request. 

(o) The Company and the Guarantors shall enter into such customary agreements (including, if requested, an underwriting
agreement in customary form) and take all such other actions, if any, as any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration. 

  
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 (p) In the case of any Shelf Registration, the Company and the Guarantors
shall (i) make reasonably available for inspection by a representative of the Holders of the Securities named in the Shelf Registration Statement, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and
one firm of attorneys and one firm of accountants retained by the Holders of the Securities named in the Shelf Registration Statement or any such underwriter, at reasonable times and in a reasonable manner, all relevant financial and other records
and pertinent corporate documents of the Company and the Guarantors reasonably requested by such representative, underwriter, attorney or accountant and (ii) cause the Company’s and the Guarantors’ officers, directors and employees to
supply all relevant information reasonably requested by such representative, underwriter, attorney or accountant in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a
reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchasers by you and on behalf of the
other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof. 

(q) In the case of an underwritten offering, the Company and the Guarantors, if requested by a majority of Holders of
Securities covered thereby, shall cause (i) their counsel to deliver customary opinions and updates thereof relating to the Securities in customary form, reasonably satisfactory to such Holders and the managing underwriters, if any, and
addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement, (ii) their officers to execute and deliver all customary documents
and certificates and updates thereof reasonably requested by any underwriters of the applicable Securities and (iii) their independent public accountants and the independent public accountants with respect to any other entity for which
financial information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered
in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72. 

(r) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by
Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company and the Guarantors shall cancel, or cause to be cancelled, the
Initial Securities so exchanged for the Exchange Securities or the Private Exchange Securities, as the case may be. 
 (s)
The Company and the Guarantors shall cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any
underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of FINRA. 

(t) The Company and the Guarantors shall use their commercially reasonable efforts to take all other steps necessary to
effect the registration of the Securities covered by a Registration Statement contemplated hereby. 
 4. Registration Expenses.
The Company and the Guarantors shall bear all fees and expenses incurred in connection with the performance of their obligations under Sections 1 through 3 hereof, 

  
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whether or not the Registered Exchange Offer or a Shelf Registration is filed or becomes effective, and, in the event of a Shelf Registration, shall bear or reimburse the Holders of the
Securities covered thereby for the reasonable fees and disbursements of one firm of counsel designated by the Holders of a majority in principal amount of the Initial Securities covered thereby to act as counsel for the Holders of the Initial
Securities in connection therewith. 
 5. Indemnification. (a) The Company and the Guarantors agree, jointly and severally,
to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each
Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect
thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or
otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or
supplement thereto or in any preliminary prospectus or “issuer free writing prospectus,” as defined in Commission Rule 433 (“Issuer FWP”), relating to a Shelf Registration, or arise out of, or are based upon, the
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that the Company and the Guarantors shall not be liable in any such case to the extent
that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in
any preliminary prospectus or Issuer FWP relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company and the Guarantors by or on behalf of such Holder
specifically for inclusion therein; provided further, however, that this indemnity agreement will be in addition to any liability which the Company and the Guarantors may otherwise have to such Indemnified Party. 

(b) Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company, the Guarantors and each
person, if any, who controls the Company or the Guarantors within the meaning of the Securities Act or the Exchange Act, from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company, the
Guarantors or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration, or arise out of or are based upon the
omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in
reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company and the Guarantors by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth
immediately preceding this clause, shall reimburse, as incurred, the Company, the Guarantors or any of their controlling persons for any legal or other expenses reasonably incurred by the Company, the Guarantors or any such controlling person in
connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company, the Guarantors or any of
their controlling persons. 
 (c) Promptly after receipt by an indemnified party under this Section 5 of notice of the
commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5,


  
 10 








 
notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have under
subsection (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 party shall not
relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with one counsel reasonably
satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the
defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in
connection with the defense thereof. Notwithstanding the foregoing, the indemnifying party shall pay as incurred (or within 30 days of presentation) the reasonable fees and expenses of one counsel (in addition to any local counsel) retained by the
indemnified party in the event (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both
the indemnifying party and the indemnified party and, in the opinion of such counsel, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying
party shall have failed to assume the defense and employ counsel acceptable to the indemnified party within a reasonable period of time after notice of commencement of the action or (iv) the indemnified party 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 party. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of
any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of
such indemnified party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

 (d) If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party
under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in
subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the exchange of the Securities,
pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing 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) above but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities
(or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties 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 the Guarantors on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence
of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d).
Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities
pursuant to a Registration Statement 

  
 11 








 
exceeds the amount of damages which such Holders have 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. For purposes of this paragraph (d), each person,
if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company or the Guarantors within
the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company or the Guarantors. 

(e) The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and
shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 

6. Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with
respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below, a “Registration Default”): 

(i) the Company and the Guarantors fail to file any Shelf Registration Statement required by this Agreement on or prior to
the filing deadline; 
 (ii) any Shelf Registration Statement is not declared effective on or prior to the effectiveness
deadline; 
 (iii) the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; or 

(iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement required by this
Agreement has been declared effective by the Commission (A) such Registration Statement thereafter ceases to be effective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in
paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement
would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend
such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired
before a replacement Shelf Registration Statement has become effective. 
 Additional Interest shall accrue on the Transfer Restricted Securities affected
thereby over and above the interest otherwise payable on such Transfer Restricted Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been
cured, at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default (provided that the Additional Interest on the Transfer Restricted Securities may
not accrue under more than one Registration Default at one time), to be increased by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured,
up to a maximum additional interest rate of 1.00% per annum. 
 (b) A Registration Default referred to in Section 6(a)(iv)(B)
hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to


  
 12 








 
permit Holders to use the related prospectus or (y) other material events, with respect to the Company or the Guarantors that would need to be described in such Shelf Registration Statement
or the related prospectus and (ii) in the case of clause (y), the Company or the Guarantors is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events;
provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until
such Registration Default is cured. 
 (c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable
in cash on the regular interest payment dates with respect to the Transfer Restricted Securities and to the same persons and in the same manner as regular interest. The amount of Additional Interest will be determined by multiplying the applicable
Additional Interest rate by the principal amount of the Transfer Restricted Securities on which it is to be paid, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. 

(d) “Transfer Restricted Securities” means each Security until (i) the date on which such Transfer Restricted
Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial
Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration
Statement or (iii) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement. 

7. Rules 144 and 144A. The Company and the Guarantors shall use their commercially reasonable efforts to file the reports
required to be filed by them under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company or the Guarantors are not required to file such reports, they will, upon the request of any Holder of Initial Securities,
make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company and the Guarantors covenant that they will take such further action as any Holder of Initial Securities
may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A
(including the requirements of Rule 144A(d)(4)). 
 8. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be
selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering. 

No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer
Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 

9. Miscellaneous. 

(a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, except by the Company and the Guarantors and the written consent of the Holders of a majority in principal amount of the Securities affected by such amendment, modification,
supplement, waiver or consents. 

  
 13 








 (b) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery: 

(1) if to a Holder of the Securities, at the most current address given by such Holder to the Company and the Guarantors; 

(2) if to the Initial Purchasers: 

J.P. Morgan Securities LLC 

383 Madison Avenue 
 New York,
New York 10179 
 Attention: Investment Grade Syndicate Desk, 3rd floor 

Merrill Lynch, Pierce, Fenner & Smith 

                     Incorporated

 50 Rockefeller Plaza, NY
1-050-12-02 
 New
York, New York 10020 
 Attention: High Grade Transaction Management/Legal 

Mizuho Securities USA, LLC 

320 Park Avenue, 12th Floor 

New York, New York 10022 

Attention: Debt Capital Markets 

Wells Fargo Securities, LLC 

550 South Tryon Street, 5th Floor 

Charlotte, North Carolina 28202 

Attention: Transaction Management 

with a copy (which shall not constitute notice hereunder) to: 

Davis Polk & Wardwell LLP 

450 Lexington Avenue 
 New York,
NY 10017 
 Attention: Michael Kaplan 

(3)    if to the Company or the Guarantors, at the address as follows: 

Huntington Ingalls Industries, Inc. 

4101 Washington Avenue 
 Newport
News, VA 23607 
 Attention: General Counsel 

with a copy (which shall not constitute notice hereunder) to: 

Wilmer Cutler Pickering Hale and Dorr LLP 

1875 Pennsylvania Avenue 
 NW,
Washington DC 20006 
 Attention: Erika L. Robinson and Justin L. Ochs 

  
 14 








 All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the
day delivered, if sent by overnight air courier guaranteeing next day delivery. 
 (c) No Inconsistent Agreements. The
Company and the Guarantors have not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or
otherwise conflicts with the provisions hereof. 
 (d) Successors and Assigns. This Agreement shall be binding upon the
Company, the Guarantors and their respective successors and assigns. 
 (e) 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. 

(f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof. 
 (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 
 (h) Severability. If any one or more of the
provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby. 
 (i) Securities Held by the Company. Whenever the consent or approval
of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely
by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 

(j) Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter of this Agreement. 

  
 15 








 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company
a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Company and the Guarantors in accordance with its terms. 

 

					
	Very truly yours,
	
	HUNTINGTON INGALLS INDUSTRIES, INC.
		
	By:	 	 /s/ D. R. Wyatt

		 	Name:	 	D. R. Wyatt
		 	Title:	 	Corporate Vice President and Treasurer



  
 [Signature Page –
Registration Rights Agreement] 








 
					
	 GUARANTORS

	
	 AMSEC LLC

	 Camber Corporation

	 Camber Government Solutions Inc.

	 Camber Holding Corporation

	 Camber Technical Services LLC

	 Continental Maritime of San Diego, Inc.

	 Fleet Services Holding Corp.

	 HII Services Corporation

	 HII Technical Solutions Corporation

	 Huntington Ingalls Engineering Services, Inc.

	 Huntington Ingalls Incorporated

	 Huntington Ingalls Industries Energy and Environmental Services, Inc.

	 Huntington Ingalls Unmanned Maritime Systems, Inc.

	 Integrated Information Technology Corporation

	 Newport News Energy Company

	 Newport News Industrial Corporation

	 Newport News Nuclear Inc.

	 Pegasus International, Inc.

	 Stoller Newport News Nuclear, Inc.

	 Undersea Solutions Corporation

	 Universal Ensco, Inc.

	 UniversalPegasus International Holdings, Inc.

	 UniversalPegasus International, Inc.

	 UP International, Inc.

	 UP Support Services, Inc.

	 Veritas Analytics, Inc.

		
	By:	 	 /s/ D. R. Wyatt

		 	Name:	 	D. R. Wyatt
		 	Title:	 	Treasurer



  
 [Signature Page –
Registration Rights Agreement] 









					
	The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	J.P. MORGAN SECURITIES LLC
			
		 	By:	 	 /s/ Robert Bottamedi

		 	Name:	 	Robert Bottamedi
		 	Title:	 	Vice President
	
	MERRILL LYNCH, PIERCE, FENNER & SMITH
                              INCORPORATED
			
		 	By:	 	 /s/ Andrew Karp

		 	Name:	 	Andrew Karp
		 	Title:	 	Managing Director and Head of DCM
	
	MIZUHO SECURITIES USA LLC
			
		 	By:	 	 /s/ Steven Fitzpatrick

		 	Name:	 	Steven Fitzpatrick
		 	Title:	 	Managing Director
	
	WELLS FARGO SECURITIES, LLC
			
		 	By:	 	 /s/ Carolyn Hurley

		 	Name:	 	Carolyn Hurley
		 	Title:	 	Director
		
		 	Acting on behalf of themselves and as the Representatives of the Several Initial Purchasers


  
 [Signature Page –
Registration Rights Agreement] 








 ANNEX A 

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for
Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined
herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” 







 ANNEX B 

Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities
were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of
Distribution.” 







 ANNEX C 

PLAN OF DISTRIBUTION 
 Each
broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making
activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such
resale. In addition, until             , 20         all dealers effecting transactions in the Exchange Securities may be required to deliver a
prospectus.(1) 
 The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any
broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an “underwriter” within the meaning of the Securities Act. 
 For a period of 180 days after the
Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the Securities Act. 
  

 

	(1) 	In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. 








 ANNEX D 

☐    CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO. 
  

					
	      Name:	 	
                     
                                         
                   
	 	
	      Address:	 	
                     
                                         
                                       
	 	
		 	  
	 	

 If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage
in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act. 







 ANNEX E 

INITIAL PURCHASERS 
 J.P. Morgan Securities LLC

 Merrill Lynch, Pierce, Fenner & Smith 

                      Incorporated 

Mizuho Securities USA LLC 
 Wells Fargo Securities, LLC 

MUFG Securities Americas Inc. 
 Scotia Capital (USA) Inc. 

U.S. Bancorp Investments, Inc. 
 Capital One Securities, Inc. 

TD Securities (USA) LLC 
 PNC Capital Markets LLC 

BB&T Capital Markets, a division of BB&T Securities, LLC 

FTN Financial Securities Corp. 
 Hancock Investment Services, Inc.