Common Contracts

FORM OF DISTRIBUTION AGREEMENT FOR SENIOR DEBT SECURITIES

Distribution Agreement • July 20th, 2023 • Nomura America Finance, LLC • Security brokers, dealers & flotation companies • New York

• Contract Type
  Distribution Agreement
• Filed
  July 20th, 2023
• Company
  Nomura America Finance, LLC
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  New York

In connection with the qualification of Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Company or its agents will perform the custodial, document control and administrative functions described below, in accordance with their respective obligations under the applicable Letters of Representations from the Company to DTC relating to the Program, and the Company’s obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement System (“SDFS”).

NOMURA AMERICA FINANCE, LLC U.S.$1,000,000,000 SENIOR DEBT SECURITIES fully and unconditionally guaranteed by NOMURA HOLDINGS, INC. Distribution Agreement

Distribution Agreement • September 30th, 2010 • Nomura America Finance, LLC • Security brokers, dealers & flotation companies • New York

• Contract Type
  Distribution Agreement
• Filed
  September 30th, 2010
• Company
  Nomura America Finance, LLC
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  New York

Pursuant to Section 303 of the Indenture, dated as of September 30, 2010 (the “Indenture”) among Nomura America Finance, LLC, a Delaware limited liability company (the “Company”), Nomura Holdings, Inc., a corporation duly incorporated and existing under the laws of Japan (the “Guarantor”), and you, as Trustee, relating to the issuance by the Company of its senior debt securities, you are hereby ordered to authenticate, in the manner provided by the Indenture and in accordance with the Administrative Procedures set forth in the Distribution Agreement, dated September 30, 2010, between the Company and the Agent party thereto, [aggregate principal amount of Supplemental Obligation] [Title of Securities] Due [ ], 20[ ], CUSIP number [ ], with terms incorporated by reference to [describe any applicable product supplement] and the pricing supplement transmitted to you herewith, by notating the issuance of such Supplemental Obligation on Annex A of the Master Note, and all additional informat