Form of Initial Note FORM OF FACE OF INITIAL NOTEInitial Note • May 13th, 2015 • Cheniere Energy Inc • Natural gas distribution
THE NOTES REPRESENTED HEREBY, AND ANY SHARES OF PARENT COMMON STOCK ISSUABLE UPON CONVERSION THEREOF, HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HEDGED OR OTHERWISE TRANSFERRED, EXCEPT IN ACCORDANCE WITH THE AGREEMENT DEFINED ON THE REVERSE HEREOF AND (1) (X) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND A CURRENT PROSPECTUS, (Y) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, OR (Z) PURSUANT TO ANOTHER APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND (2) WITH THE ISSUER’S PRIOR WRITTEN CONSENT AS AND TO THE EXTENT PROVIDED IN SUBSECTION 12.1.A OF THE AGREEMENT. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY TRANSFEREE, BY ITS ACCEPTANCE OF THIS NOTE, AGREES TO BE BOUND BY AND ADHERE TO THE OBLIGATIONS OF THE NOTE HOLDERS UNDER THE AGREEMENT, INCLUDING SUBSE
