HSBC USA INC. DISTRIBUTION AGREEMENTDistribution Agreement • May 16th, 2016 • HSBC Usa Inc /Md/ • National commercial banks • New York
HSBC USA Inc., a Maryland corporation (the “Company”), confirms its agreement with you and any other agent who may become a party to this Distribution Agreement after the date hereof (each an “Agent” and collectively the “Agents”) with respect to the issue and sale by the Company of certain warrant securities under the Registration Statement identified below (collectively, the “Securities”). Securities constituting part of a series of warrants will be issued under the Warrant Indenture dated as of May 16, 2016, as amended, modified or supplemented from time to time (the “Indenture”) between the Company and Wells Fargo Bank, National Association (the “Trustee”), or any subsequent indenture between the Company and the Trustee, or any subsequent trustee, under which such Securities may be issued. The terms and conditions of certain other securities under the Registration Statement will be set forth in separate agreements executed in connection with their issuance (such separate agreements
GLOBAL SECURITY FOR WARRANTS, SERIES 1 HSBC USA Inc.Warrant Agreement • May 16th, 2016 • HSBC Usa Inc /Md/ • National commercial banks
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF that certain Indenture dated as of MAY 16, 2016 (as IT MAY BE amended, modified or supplemented from time to time, the “Indenture”) between HSBC USA Inc. and Wells fargo bank, national association, as trustee (THE “TRUSTEE”, which TERM INCLUDES ANY SUCCESSOR TRUSTEE UNDER THE INDENTURE) AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
HSBC USA INC. REGISTERED WARRANT PROGRAM PAYING AGENT AND SECURITY REGISTRAR AGREEMENT BETWEEN HSBC USA INC. AND HSBC BANK USA, National Association DATED AS OF MAY 16, 2016Paying Agent and Security Registrar Agreement • May 16th, 2016 • HSBC Usa Inc /Md/ • National commercial banks • New York
HSBC Securities (USA) Inc., a Delaware corporation, may offer warrants (“Warrants”) sold under a registration statement and issued by HSBC USA Inc., a Maryland corporation (the “Issuer”), under and pursuant to, the terms of an indenture (the “Indenture”) dated as of May 16, 2016, between the Issuer and Wells Fargo Bank, National Association (in such capacity, the “Trustee”).
