$700,000,000 1.250% SENIOR NOTES DUE 2024
$700,000,000 1.750% SENIOR NOTES DUE 2026
$600,000,000 2.375% SENIOR NOTES DUE 2028
$500,000,000 2.650% SENIOR NOTES DUE 2031
REGISTRATION RIGHTS AGREEMENT
August 9, 2021
Citigroup Global Markets Inc.
as Representative of the several initial purchasers
listed on Schedule I to the Purchase Agreement (as defined below)
Ladies and Gentlemen:
SYNNEX Corporation, a Delaware corporation (the Company), proposes to issue and sell to Citigroup Global Markets Inc. (the Representative) and the other initial purchasers named in Schedule I to the Purchase Agreement (collectively with the Representative, the Initial Purchasers), upon the terms set forth in a purchase agreement, dated as of July 29, 2021 (the Purchase Agreement), $700,000,000 principal amount of its 1.250% Senior Notes due 2024 (the Initial 2024 Notes), $700,000,000 principal amount of its 1.750% Senior Notes due 2026 (the Initial 2026 Notes), $600,000,000 principal amount of its 2.375% Senior Notes due 2028 (the Initial 2028 Notes) and $500,000,000 principal amount of its 2.650% Senior Notes due 2031 (the Initial 2031 Notes and, together with the Initial 2024 Notes, the Initial 2026 Notes and the Initial 2028 Notes, the Initial Securities). The Initial Securities will be issued pursuant to that certain Indenture, dated as of August 9, 2021, as supplemented by a supplemental indenture with respect to the 2024 Notes, dated as of August 9, 2021, as further supplemented by a supplemental indenture with respect to the 2026 Notes, dated as of August 9, 2021, as further supplemented by a supplemental indenture with respect to the 2028 Notes, dated as of August 9, 2021 and as further supplemented by a supplemental indenture with respect to the 2031 Notes, dated as of August 9, 2021 (collectively, the Indenture), between the Company and Citibank, N.A., as trustee (the Trustee).
As a condition to the obligations of the Initial Purchasers under the Purchase Agreement, the Company is entering into this Registration Rights Agreement (this Agreement) and the Company agrees with the Initial Purchasers, for the benefit of the Initial Purchasers and the holders of each series of the Securities (as defined below) (collectively, the Holders), as follows:
1. Registered Exchange Offer. Unless not permitted by applicable law or policy of the Commission (as defined below) (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall 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