SUBSCRIPTION AGREEMENT by and between CHENIERE ENERGY, INC. and RRJ CAPITAL II LTD relating to convertible PIK notes of Cheniere Energy, Inc. Dated November 10, 2014

“Affiliate” means the same in this Agreement as that term is defined in Rule 405 of the Securities Act.

“Agreement” has the meaning set forth in the Recitals.

“Annex” has the meaning set forth in Section 5.10.

“Bloomberg” means Bloomberg Financial Markets.

“Board of Directors” means the Board of Directors of the Company or, with respect to any action to be taken by the Board of Directors, any committee of the Board of Directors duly authorized to take such action.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York or the Republic of Singapore are authorized or required by law to remain closed.

“Closing” has the meaning set forth in Section 3.

“Closing Price” means, for any security as of any date, the closing price for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg. If the Closing Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Price of such security on such date shall be the fair market value as mutually determined by the Company and the Purchaser. If the Company and the Purchaser are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 19 of the Note. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

“Common Stock” means the Company’s common stock, par value US$0.003 per share, or any other class of stock resulting from successive changes or reclassifications of such Common Stock.

“Company” has the meaning set forth in the Recitals.

“Convertible Note Documents” means this Agreement and the Notes.

“Effectiveness Period” has the meaning set forth in Section 6.2.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Notes” means 2014 Unsecured PIK Convertible Notes due 2021 of the Company, identical in all material respects to the Notes, except for references to restrictive legends and transfer restrictions relating to the Notes.

“Exchange Offer Deadline” has the meaning set forth in Section 6.1.1.

“Exchange Offer” has the meaning set forth in Section 6.1.

“Exchange Offer Registration Period” has the meaning set forth in Section 6.1.1.

“Exchange Offer Registration Statement” has the meaning set forth in Section 6.1.1.

“Exchange Shares” means the shares of common stock to be issued upon an exchange of each Note.

“Filing Deadline” means the date that is one hundred eighty (180) days after the Closing.

“Initial Permitted Transferee” means Temasek Holdings (Private) Limited, and any of its Affiliates.

“Holder” means (i) initially, the Purchaser and (ii) any holder who is transferred all or any part of the Note by the Purchaser pursuant to Section 8.2.

“Indenture” has the meaning set forth in Section 7.2.

“Material Adverse Effect” means any circumstance or condition affecting the business, properties, assets, operations or financial condition of the Company and its subsidiaries, taken as a whole, that, individually or in the aggregate, would materially adversely affect the authority or ability of the Company to perform its payment obligations under the Convertible Note Documents.

“Note” has the meaning set forth in the Recitals.

“OFAC” has the meaning set forth in Section 5.10.

“Patriot Act” has the meaning set forth in Section 5.10.

“Person” means an individual or legal entity, including but not limited to a corporation, a limited liability company, a partnership, a joint venture, a trust, an unincorporated organization and a government or any department or agency thereof.

“Principal Market” means NYSE MKT LLC.

“Purchase Price” has the meaning set forth in Section 2.

“Purchaser” has the meaning set forth in the Recitals.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Registrable Securities” means (i) the Notes, (ii) the shares of Common Stock issued or issuable in exchange for principal under the Note (the “Exchange Shares”) and (iii) upon original issuance thereof, any shares of capital stock issued or issuable with respect to the Exchange Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, issued to or held by the Purchaser.

“Registration Statement” has the meaning set forth in Section 6.2.

“Regulation D” means Regulation D promulgated under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“SEC” means the United States Securities and Exchange Commission.

“SEC Documents” has the meaning set forth in Section 5.2.6.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Suspension Event” has the meaning set forth in Section 6.4.1.

“Suspension Period” has the meaning set forth in Section 6.4.2.

“Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York Time).

“Trustee” means the trustee under the Indenture and, if existent, the trustee under any indenture governing the Exchange Notes.

Subject to the terms and conditions set forth herein, on the date of Closing referred to in Section 3 hereof, the Purchaser shall purchase from the Company, and the Company shall sell and issue to the Purchaser US$1,000,000,000 aggregate principal amount of the Notes for a purchase price (the “Purchase Price”) of US$1,000,000,000. The Purchaser acknowledges that the Notes will be subject to restrictions on transfer as set forth in this Agreement.

Subject to the terms and conditions described in the Note, the Notes shall be convertible into shares of Common Stock at the conversion price provided in Section 3(b) of the Note. On the date of Closing, the initial conversion price shall be calculated as one hundred thirty percent (130%) of the Closing Price on November 10, 2014.

Organization and Qualification. The Company is incorporated and validly existing as a corporation and in good standing under the laws of the State of Delaware, and has the requisite power and authority (corporate or other) to own its properties and to carry on its business as now being conducted.  The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect. 

Subsidiaries. Each subsidiary of the Company has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of incorporation, with the requisite power and authority (corporate or other) to own its properties and to carry on its business as now being conducted. Each subsidiary of the Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.

Authorization; Enforcement; Validity. The Company has the requisite power and authority (corporate or other) to enter into and perform its obligations under the Convertible Note Documents and to issue the Exchange Shares in accordance with the terms of the Convertible Note Documents.  The execution and delivery of the Convertible Note Documents by the Company and the consummation by the Company of the transactions contemplated by the Convertible Note Documents (including the issue of the Exchange Shares) have been duly authorized by the Board of Directors and no further filing, consent or authorization is required by the Company, its Board of Directors or its stockholders.  The Convertible Note Documents have been duly executed and delivered by the Company, and constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Issuance of Notes. The Exchange Shares have been duly reserved for issuance, are duly authorized and form part of the authorized equity capitalization of the Company and, upon issuance in accordance with the terms hereof, will be validly issued and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof and the Exchange Shares will be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of Common Stock.  Assuming the accuracy of each of the Purchaser’s representations and warranties set forth in Section 5 of this Agreement, the offer and issuance by the Company of the Note and the Exchange Shares are exempt from registration under the Securities Act and will be issued in compliance with all applicable federal and state securities laws.

No Conflicts.  The execution, delivery and performance of the Convertible Note Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (a) result in a violation of any certificate of incorporation, certificate of formation, any certificate of designations or other constituent documents of the Company, any capital stock of the Company or bylaws of the Company or any of its subsidiaries; (b) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party; or (c) result in a violation of any applicable law, rule, regulation, order, judgment or decree, including without limitation, federal and state securities laws and regulations and the rules and regulations of any national securities exchange applicable to the Company or its subsidiaries or by which any property or asset of the Company or its subsidiaries is bound or affected, except in the cases of clauses (b) and (c) such as would not reasonably be expected to have a Material Adverse Effect.

Absence of Existing Defaults and Conflicts. Except as otherwise disclosed in the SEC Documents (including documents furnished to the SEC), neither the Company nor any of its subsidiaries is in violation of its respective charter or by-laws or in default (or with the giving of notice or the lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such violations or defaults that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Consents.  Assuming the accuracy of the representations and warranties set forth in Section 5 of this Agreement, neither the Company nor any of its subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Convertible Note Documents, in each case in accordance with the terms hereof or thereof, other than (a) any consent, authorization or order that has been obtained as of the date hereof; (b) any filing or registration that has been made as of the date hereof; (c) any filings which may be required

No General Solicitation.  Neither the Company, nor any of its subsidiaries, or to the Company’s knowledge, any of its or their Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Notes. 

No Integrated Offering.  Neither the Company nor any of its Affiliates, or any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Notes under the Securities Act, whether through integration with prior offerings or otherwise, or cause this offering of the Notes to require approval of stockholders of the Company for purposes of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated.  Neither the Company nor any of its Affiliates, or any Person acting on their behalf, will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Notes under the Securities Act.

SEC Documents; Financial Statements.  During the two (2) years prior to the date hereof, the Company has timely filed all appropriate SEC Documents.  As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (solely to the extent any information contained in such SEC Documents has not been amended, modified, supplemented, corrected, rescinded or otherwise withdrawn in subsequent material filed by the Company with the SEC), contained any untrue statement of a material fact or omitted 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.  As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.  Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto; or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to the extent that such unaudited statements exclude footnotes). 

Material Adverse Change.  Since December 31, 2013, other than as disclosed in the SEC Documents, (a) there has been no material adverse change and no material adverse development, or event involving a prospective material adverse change in the business, properties, operations or financial condition of the Company or its subsidiaries, taken as a whole; (b) the Company has not paid or declared any dividends or other distributions with respect to its capital stock; (c) there has not been any change in the capital stock of the Company other than grants, exercises, terminations, or forfeitures of securities under the Company’s equity or compensation plans.

No Undisclosed Events or Circumstances. Except for the Note pursuant to this Agreement, since December 31, 2013, no event or circumstance has occurred or exists with respect to the Company or any of its subsidiaries or their respective businesses, properties, operations or financial condition, that, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed in the SEC Documents.

Internal Accounting and Disclosure Controls.  The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability; (c) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization; and (d) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

Compliance with OFAC. None of the Company, any of its subsidiaries, any director, officer agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by OFAC; and the Company will not, directly or indirectly, use the proceeds of the Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions by OFAC.

Acquisition for Own Account. The Purchaser is acquiring the Note for such Purchaser’s own account for investment purposes only, and does not intend to distribute the Note or Exchange Shares.  The Purchaser has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Note or the Exchange Shares by means of any form of general solicitation or general advertising within the meaning of Rule 502(a) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.    

Status.

The Purchaser either (i) is (A) an “accredited investor” within the meaning of Rule 501 of Regulation D, (B) a QIB, (C) aware that the sale of the Notes (together with any Exchange Shares issuable upon conversion of the Notes, the “Securities”) to it is being made in reliance on a private placement exemption from registration under the Securities Act and (D) acquiring the Securities for its own account or for the account of a QIB, or (ii) is not a U.S. person and is purchasing the Notes in an offshore transaction all in accordance with Regulation S.

The Purchaser understands and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that such Securities have not been and, except in the sole discretion of the Company or as otherwise provided herein, will not be registered under the Securities Act and that such Securities may be offered, resold, pledged or otherwise transferred only pursuant to a registration statement or pursuant to an exemption from registration under the Securities Act and any applicable U.S. state securities laws, and that it will notify any subsequent purchaser of Securities from it of the resale restrictions referred to above, as applicable.

The Purchaser agrees with the Company that, to the extent it desires to resell any of the Notes, it will solicit offers for the Notes from, and will offer the Notes only to, (1) the Initial Permitted Transferee; and/or (2) (i) in the United States to Persons whom such Purchaser reasonably believes to be QIBs or, if any such Person is buying for one or more institutional accounts for which such Person is acting as fiduciary or agent, only when such Person has represented to such Purchaser that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A and, in each case, in transactions under Rule 144A and otherwise in compliance with this Agreement including the transfer restrictions contained herein, (ii) outside of the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (iii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), or (iv) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iv) in accordance with any applicable securities laws of any state of the United States.

It understands that, unless sold pursuant to a registration statement that has been declared effective under the Securities Act or in compliance with Rule 144, the Company may require that the Securities will bear a legend or other restriction substantially to the effect set forth in the form of Note set out in Exhibit A to this Agreement (it being agreed that if the Securities are not certificated, other appropriate restrictions shall be implemented to give effect thereto).

The Purchaser:

has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities; and

has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment.

The Purchaser acknowledges that (i) it has conducted its own investigation of the Company and the terms of the Securities, (i) it has had access to the Company’s public filings with the SEC (the “SEC Documents”) and to such financial and other information as it deems necessary to make its decision to purchase the Securities, and (iii) it has been offered the opportunity to ask questions of the Company and received answers thereto, as it deemed necessary in connection with the decision to purchase the Securities.

The Purchaser understands that the Company will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements in Section 5 and agrees that if any of the representations and acknowledgements therein deemed to have been made by it by its purchase of the Securities is no longer accurate, it shall promptly notify the Company.

Organization and Standing. The Purchaser is a corporation or other entity duly incorporated or formed, validly existing under the laws of the jurisdiction of its incorporation or formation.

Authorization. The Purchaser has the full power and authority to enter into this Agreement, and (assuming due execution by the Company) the Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms.

Compliance with Securities Laws. The Purchaser will comply with all applicable securities laws and regulations in effect in any jurisdiction in which the Purchaser purchases or sells Notes and obtain any consent, approval or permission required for such purchases or sales under the laws and regulations of any jurisdiction to which the Purchaser is subject or in which the Purchaser makes such purchases or sales, and the Company shall have no responsibility therefor.

Consultation With Own Attorney. The Purchaser has been advised to consult with its own attorney and other financial and tax advisers regarding all legal matters concerning an investment in the Company, and has done so, to the extent such Purchaser considers necessary.

Tax Consequences. The Purchaser acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officers, any other investors, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or

Tax Forms. Purchaser shall deliver to Company the relevant IRS Form W-8 or W-9, and such form will be true and correct as of the Closing Date.

Legends. The Purchaser understands that the certificates evidencing its Notes may bear a legend substantially similar to the following, and other legends as may be determined by the Company upon consultation with its legal counsel:

Patriot Act. All capitalized words and phrases and all defined terms used in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and offices related to the subject matter of the Patriot Act, including Executive Order 13224 effective September 24, 2001 (collectively referred to as the “Patriot Act”) are incorporated into this Section. The Purchaser and each and every Person affiliated with such Purchaser is: (i) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224 and all modifications thereto or thereof (the “Annex”); (ii) in full compliance with the requirements of the Patriot Act and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”); (iii) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Act; and (iv) not listed as a Specially Designated Terrorist or as a “blocked” person on any lists maintained by the OFAC pursuant to the Patriot Act or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of the OFAC issued pursuant to the Patriot Act or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Act.

Exchange Offer. As soon as reasonably practicable, the Company shall seek approval from the SEC to permit the Company to register with the SEC a proposed offer (the “Exchange Offer”) to Holders, who would not otherwise be prohibited by any law or policy of the SEC from participating in the Exchange Offer, in exchange for the Notes, a like principal amount of Exchange Notes under the Securities Act. If permitted by applicable law and approved by the SEC, then the Company shall use its reasonable commercial efforts to register the Exchange Offer under the Securities Act and consummate the Exchange Offer as follows:

The Company shall use its reasonable best efforts to, at its own cost (i) prepare and file with the SEC a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act, with respect to the Exchange Offer, (ii) cause such Exchange Offer Registration Statement to become effective under the Securities Act, (iii) issue on or prior to the first anniversary of the Closing (or if such date is not a Business Day, the next succeeding Business Day) (the “Exchange Offer Deadline”), Exchange Notes in exchange for all Notes validly tendered prior thereto in the Exchange Offer and (iv) maintain the effectiveness of the Exchange Offer Registration Statement for a period of not less than thirty (30) days (or longer, if required by applicable law) after the date notice of the Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the staff of the SEC.

The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained 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 Notes.

As soon as practicable after the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder of Notes electing to exchange the Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Notes in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Notes and is not prohibited by any law or policy of the SEC from participating in the Exchange Offer) to trade such Exchange Notes 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 of America.

If the Company effects the Exchange Offer, the Company will be entitled to close the Exchange Offer thirty (30) days after the commencement thereof, provided that the Company has accepted all the Notes theretofore validly tendered in accordance with the terms of the Exchange Offer.

Interest on each Exchange Note will accrue from the last interest payment due date on which interest was paid on the Notes surrendered in exchange therefor.

The Company may require each Holder as a condition to participation in the Exchange Offer to represent (i) that any Exchange Notes received by it will be acquired in the ordinary course of its business, (ii) that at the time of the commencement and consummation of the Exchange Offer such Holder has not entered into any arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) that if such Holder is an “affiliate” of the Company within the meaning of Rule 405 of the Securities Act, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable to it, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Notes and (v) if such Holder is a broker-dealer, that it will deliver a Prospectus in connection with any resale of the Exchange Notes.

In connection with the Exchange Offer, the Company shall:

mail, or cause to be mailed, to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and any related documents;

keep the Exchange Offer open for not less than thirty (30) days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders;

utilize the services of a depositary for the 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;

permit Holders to withdraw tendered Notes at any time prior to the close of business, New York Time, on the last Business Day on which the Exchange Offer shall remain open; and

otherwise comply in all material respects with all applicable laws.

As soon as practicable after the close of the Exchange Offer, the Company shall:

accept for exchange all the Notes validly tendered and not withdrawn pursuant to the Exchange Offer;

deliver to the Trustee for cancellation all the Notes so accepted for exchange; and

cause the Trustee to authenticate and deliver promptly to each Holder tendering such Notes, Exchange Notes equal in principal amount to the Notes of such Holder so accepted for exchange.

The Exchange Notes shall be issued under, and entitled to the benefits of, the Indenture or a trust indenture that is identical to the Indenture (other than such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualifications thereof under the TIA), which will provide that the Exchange Notes will not be subject to the transfer restrictions set forth in the Indenture and that the Exchange Notes and all Notes not exchanged in the Exchange Offer, if any, will be deemed one class of security and entitled to consent together on all matters as one class.

Notwithstanding any other provisions hereof, the Company 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 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.

Resale Shelf. If the SEC does not approve registration of the Exchange Offer or an Exchange Offer would not be permitted by applicable laws, the Company shall use its reasonable best efforts to prepare, and no later than the Filing Deadline, to file with the SEC a registration statement covering the resale of all unregistered Registrable Securities then issued or issuable with respect to the amounts paid under the Note as of the date the Registration Statement is initially filed with the SEC. The registration statement so filed will be either (i) an automatic registration statement on Form S-3, (ii) an amendment to the Company’s existing automatic registration statement on Form S-3 (File No. 333-181190), as amended, filed with the SEC on May 7, 2012, or (iii) a registration statement on such other form for registration of the Registrable Securities under the Securities Act (each of (i), (ii) and (iii) above, a “Registration Statement”). In the case such registration statement is not automatically effective pursuant to Rule 463(e) promulgated under the Securities Act, the Company shall use its reasonable best efforts to have such Registration Statement declared effective by the SEC as promptly as practicable.

The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act under the Securities Act until the earlier of the date when all Registrable Securities covered by such Registration Statement (i) have been sold pursuant to the Registration Statement or Rule 144 or (ii) such time as the Company reasonably determines that the Registrable Securities may be sold without volume or manner-of-sale restrictions pursuant to Rule 144, as determined by legal counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Purchaser (the “Effectiveness Period”). The Registration Statement filed or amended pursuant to this Section 6 may include other securities of the Company.

If the Company is a WKSI at the time of the filing of the Registration Statement, the Company will use commercially reasonable efforts to remain a WKSI and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) during the Effectiveness Period.

Registration Procedures.

The Company shall keep the Purchaser advised in writing as to the initiation of such registration under this Section 6 and as to the completion thereof. In addition, subject to Section 6.2 above, the Company shall, to the extent applicable to the Registration Statement:

prepare and file with the SEC such amendments and supplements to the Registration Statement as may be necessary or appropriate to keep such registration continuously effective and free from any material misstatement or omission necessary to make the statements therein, in light of the circumstances, not misleading, and comply with

update, correct, amend and supplement the Registration Statement as necessary;

notify the Holders promptly when the Registration Statement is declared effective by the SEC (unless such Registration Statement is automatically effective upon filing), and furnish such number of prospectuses, including preliminary prospectuses, and other documents incident thereto as any Holder may reasonably request from time to time;

use its commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions of the United States where an exemption is not available and as any Holder may reasonably request to enable it to consummate the disposition in such jurisdiction of the Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this provision or (ii) consent to general service of process in any such jurisdiction, or (iii) subject itself to taxation in any jurisdiction where it is not already subject to taxation);

notify each Holder at any time when a prospectus relating to the Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in the Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading and, subject to Section 6.5, the Company will prepare a supplement or amendment to such prospectus, so that, as thereafter delivered to purchasers of such shares, such prospectus will not contain any untrue statements of a material fact or omit to state any fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and obtain all necessary approvals for trading thereon;

provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement;

upon the sale of any Registrable Securities pursuant to the Registration Statement, direct the transfer agent to remove all restrictive legends from all certificates or other instruments evidencing the Registrable Securities; and

to advise the Holder promptly after it has received notice or obtained knowledge of the existence of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose, and to make every commercially reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible time.

Notwithstanding anything stated or implied to the contrary in Section 6.3.1 above, the Company shall not be required to consent to any underwritten offering of the Registrable Securities or to any specific underwriter participating in any underwritten public offering of the Registrable Securities.

The Purchaser agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6.3.1(e), and subject to Section 6.4, such Holder will forthwith discontinue such Holder’s disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6.3.1(e) and, if so directed by the Company, will deliver to the Company at the Company’s expense all copies, other than permanent file copies, then in such Holder’s possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.

Except as required by law, all expenses incurred by the Company in complying with this Section 6.3, including but not limited to, all registration, qualification and filing fees, printing expenses, fees and disbursements of counsel and accountants for the Company, blue sky fees and expenses (including fees and disbursements of counsel related to all blue sky matters) incurred in connection with any registration, qualification or compliance pursuant to this Section 6.3 shall be borne by the Company. All underwriting discounts and selling commissions applicable to a sale incurred in connection with any registration of Registrable Securities and the legal fees and other expenses of a Holder shall be borne by such Holder.

Right of Suspension.

Notwithstanding any other provision of this Agreement or any related agreement to the contrary, the Company shall have the right, at any time, to suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto whenever, in the good faith judgment of the Company, (i) there exists a material development or a potential material development with respect to or involving the Company that the Company would be obligated to disclose in the prospectus used in connection with the Registration Statement, which disclosure, in the good faith judgment of the Company, after considering the advice of counsel, would be premature or otherwise inadvisable at such time or (ii) the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances, not misleading, including without limitation that period annually during which any Registration Statement would require suspension pending the Company’s new fiscal year financial statements (each, a “Suspension Event”). In the event that the Company shall determine to so suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto, the Company shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act or deemed advisable by the Company, deliver to each Holder written notice thereof, signed by any officer of the Company. Upon receipt of such notice, the Holders shall discontinue disposition of the Registrable Securities pursuant to the Registration Statement and prospectus until such Holders (i) are advised in writing by the Company that the use of the Registration Statement and prospectus (and offers and sales thereunder) may be resumed, (ii) have received copies of a supplemental or amended prospectus, if applicable, and (iii) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Company will exercise its reasonable best efforts to ensure that the use of the Registration Statement and prospectus may be resumed as quickly as practicable.

The Company’s right to suspend the effectiveness of the Registration Statement and the offers and sales of the Registrable Securities pursuant thereto, as described above in this Section 6.4 shall be for a period of time (the “Suspension Period”) beginning on the date of the occurrence of the Suspension Event and expiring on the earlier to occur of the date on which the Suspension Event ceases. Notwithstanding the foregoing, the Company shall be able to suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities for any time period as may reasonably be required in order to update the Registration Statement to replace financial information which is no longer current, as required by applicable securities law. The Company will exercise its reasonable best efforts to ensure that the use of the Registration Statement and prospectus may be resumed as quickly as practicable.

Transfer of Securities. If the Purchaser transfers all or a part of the Note purchased by it pursuant to Section 8.2, the Company will effect such transfer of restricted certificates and, if applicable, will promptly amend or supplement the prospectus forming a part of the Registration Statement to add the transferee to the selling stockholders in the Registration Statement; provided that the transferor and transferee shall be required to provide the Company such information regarding themselves as the Company may reasonably request and as shall be required in connection with any registration (or amendment or supplement thereto), referred to in this Agreement.

No Registration Statement. In the event that neither (i) an Exchange Offer Registration Statement nor (ii) a Registration Statement has become effective by the Exchange Offer Deadline, upon the request of any Holder that has held the Notes or the shares of Common Stock issued upon conversion thereof for at least one year

The representations and warranties of the Company contained in Section 4 hereof and of the Purchaser contained in Section 5 hereof shall be true and correct as of the Closing in all respects with the same effect as though such representations and warranties had been made as of the Closing.

Concurrently with the Closing, the Company shall have entered into an indenture (in a form agreed between the parties) (the “Indenture”) pursuant to which the Notes will be issued, and such Indenture shall be in full force and effect.

Survival of Warranties. The representations and warranties of the Company and the Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement for a period of twelve (12) months after the date of Closing provided, however, that nothing herein shall relieve any party from liability for the willful breach of any of its representations and warranties set forth in this Agreement.

Assignment of Notes. The Purchaser shall be entitled to transfer all or a part of its Notes purchased by it to:

the Initial Permitted Transferee, provided that the Initial Permitted Transferee agrees in writing to be subject to the terms of this Agreement as if it were a Purchaser hereunder. Upon completion of any transfer of Notes to the Initial Permitted Transferee, the Purchaser shall notify the Company in writing of such transfer and, so far as it is able to do so, shall procure that the Initial Permitted Transferee shall deliver evidence in writing of its agreement to be subject to the terms of this Agreement as if it were a Purchaser hereunder; and

one or more affiliated partnerships or funds managed by it or any of their respective directors, officers or partners, subject to the prior written consent of the Company for the first twelve (12) months following the Closing and provided that any such transferee agrees in writing to be subject to the terms of this Agreement as if it were a Purchaser hereunder,

Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of, and be binding upon, the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under, or by reason of, this Agreement, except as expressly provided in this Agreement.

Governing Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of

Counterparts and Facsimile Signatures. This Agreement may be executed manually or by facsimile or electronic signature and in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

Notices. Except as otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party, (b) when received by facsimile at the address and number for such party set forth below, or (c) the next Business Day after deposit with a national overnight delivery service, postage prepaid, addressed to the parties as set forth below, with next Business Day delivery guaranteed. A party may change or supplement its addresses for the purposes of receiving notice pursuant to this Section 8.7 by giving the other parties written notice of the new address in the manner set forth above.

If to the Company, to the Company at the following address:

If to the Purchaser, to the Purchaser at the following address:

If to Marvell Assets Limited, to the Purchaser at the addresses specified in section 8.7.2 above and to Marvell Assets Limited at the following address:

If to Preston Asset Holding Ltd, to the Purchaser at the addresses specified in section 8.7.2 above and to Preston Asset Holding Ltd. at the following address:

Finder’s Fee. Each party represents that it neither is nor will be obligated for any brokers’ fee, finders’ fee or similar compensation in connection with this transaction.

Expenses. The Purchaser and the Company shall bear its own fees and expenses in connection with this transaction.

Amendments and Waivers. Neither this Agreement nor any provisions hereof shall be modified, changed, discharged or terminated except by an instrument in writing, signed by the party against whom any waiver, change, discharge or termination is sought.

Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

Further Assurances. The Company and the Purchaser shall take all further actions and execute and deliver all further documents that are reasonably required to effect the transactions contemplated by this Agreement.

Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement and understanding among the parties hereto and supersede all prior and contemporaneous negotiations and agreements between the parties regarding the subject matter hereof, whether oral or written.

Publicity. Except as may be required by applicable law, including federal securities laws, none of the parties hereto shall issue a publicity release or announcement or otherwise make a public disclosure concerning this Agreement or the transactions contemplated hereby, without prior approval by the other parties hereto. Notwithstanding the foregoing, the Company shall be entitled to issue press release(s) regarding such transactions upon the Closing.

Independent Counsel. The Purchaser confirms that either he or it has consulted with separate legal counsel or has determined of his or its free will not to obtain such separate representation. The Purchaser acknowledges that legal counsel for the Company has not represented such Purchaser in connection with this Agreement, the Notes, or the transactions contemplated hereby or thereby.