Sound Energy : Consent Solicitation Memorandum

IMPORTANT NOTICE

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

The attached Consent Solicitation Memorandum (the "Consent Solicitation Memorandum") is made available by Sound Energy plc (the "Issuer") to all holders of the Notes (as defined below), subject to each such holder providing a confirmation to the Issuer that such holder is not a U.S. person (as defined in Regulation S under the Securities Act), and is not acting for the account or benefit of any U.S. person, and that such holder is not located or resident in the United States. Only holders who have provided such confirmation are authorised to receive or review the Consent Solicitation Memorandum or to participate in the Consent Solicitation (as defined in the Consent Solicitation Memorandum) made thereby.

NOTHING IN THE CONSENT SOLICITATION MEMORANDUM OR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES OR CONTEMPLATES AN OFFER OF, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE NOTES (AS DEFINED BELOW) HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE NOTES MAY, NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the Consent Solicitation Memorandum, whether received by e-mailor otherwise received as a result of an electronic communication and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the Consent Solicitation Memorandum. In accessing the Consent Solicitation Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from the Issuer and D.F. King (the "Information and Tabulation Agent") as a result of such access.

THE CONSENT SOLICITATION MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE CONSENT SOLICITATION MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE NOT PROVIDED THE ISSUER WITH THE CONFIRMATION DESCRIBED BELOW OR HAVE GAINED ACCESS TO THE CONSENT SOLICITATION MEMORANDUM CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED TO PARTICIPATE IN THE CONSENT SOLICITATION DESCRIBED IN THE CONSENT SOLICITATION MEMORANDUM.

Confirmation of your representation: You have been sent the Consent Solicitation Memorandum at your request and, by accessing the Consent Solicitation Memorandum, you shall be deemed to have represented to the Issuer, the Information and Tabulation Agent and the Trustee that:

1. you are a holder or a beneficial owner of the Notes (as defined in the Consent Solicitation Memorandum);
2. you shall not pass on the Consent Solicitation Memorandum to third parties or otherwise make the Consent Solicitation Memorandum publicly available;
3. you are otherwise a person to whom it is lawful to send the Consent Solicitation Memorandum or to make the Consent Solicitation under applicable laws;

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1. you are not a U.S. person (as defined in Regulation S under the Securities Act), and are not acting for the account or benefit of any U.S. person, and that you are not located or resident in the United States;
2. you are not a Sanctions Restricted Person (as defined in the Consent Solicitation Memorandum);
3. you consent to delivery of the Consent Solicitation Memorandum to you by electronic transmission; and
4. you have understood and agreed to the terms set forth in this disclaimer.

The Consent Solicitation Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Issuer, the Information and Tabulation Agent, BNY Mellon Corporate Trustee Services Limited (the "Trustee") "),The Bank of New York Mellon, London Branch acting in its capacity as Principal Paying Agent (the "Principal Paying Agent"), The Bank of New York Mellon SA/NV, Luxembourg Branch as Registrar (the "Registrar") or any person who controls, or is a director, officer, employee or agent, of any of them, or any affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Consent Solicitation Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Information and Tabulation Agent.

You are reminded that the Consent Solicitation Memorandum has been delivered to you on the basis that you are a person into whose possession the Consent Solicitation Memorandum may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located and/or resident and you may not nor are you authorised to deliver the Consent Solicitation Memorandum to any other person.

If you have recently sold or otherwise transferred your entire holding(s) of the Notes referred to below, you should immediately notify the Information and Tabulation Agent.

The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended (the "FSMA") (if in the United Kingdom) or other appropriately authorised financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Consent Solicitation.

The communication of the Consent Solicitation Memorandum by the Issuer and any other documents or materials relating to the Consent Solicitation is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. Such documents and/or materials are only directed at and may only be communicated to: (1) any person within Article 43(2) or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, which includes a creditor or member of the Issuer; and (2) to any other persons to whom these documents and/or materials may lawfully be communicated in circumstances where section 21(1) of the FSMA does not apply.

The materials relating to the Consent Solicitation Memorandum do not constitute, and may not be used in connection with, an offer of, an offer to purchase or the solicitation of an offer to purchase or sell, any securities in any jurisdiction. The distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.

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CONSENT SOLICITATION MEMORANDUM DATED 3 NOVEMBER 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The distribution of this Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions. The Consent Solicitation (as defined below) is being made only outside the United States to persons other than "U.S. persons" (as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act")). Nothing in this Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to purchase or sell any security in the United States or any other jurisdiction.

Invitation by

Sound Energy plc

(incorporated under the laws of England and Wales)

(the "Issuer")

to eligible holders of its outstanding

EUR 28,800,000 5.0 per cent. Senior Secured Notes due 2027 (XS1434582885) (the "Notes")

to consider and, if thought fit, approve the Proposal (as defined herein), being the proposed deletion of Condition

5.5 (Amortisation payments) in its entirety and consequential amendments to Condition 5.1 (Interest Rate and Interest Payment Dates), by way of extraordinary resolution of the holders of the Notes (the "Extraordinary Resolution"), all as further described in this Consent Solicitation Memorandum (such invitation in respect of the Notes, the "Consent Solicitation").

A notice (the "Notice") convening the Meeting to be held at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London, EC4R 3TT, at 10.00 a.m. (London Time) on 20 November 2023 (access to which for Noteholders that wish to attend in person or appoint a proxy (other than the Information and Tabulation Agent or the Registrar) will be granted only via a Microsoft Teams video conference meeting ID to be provided by Fieldfisher LLP upon request), has been given to Noteholders in accordance with the relevant Conditions (each as defined herein) on the date of this Consent Solicitation Memorandum. The form of the Notice is set out in the Annex (Form of Notice of Meeting) to this Consent Solicitation Memorandum.

The Consent Solicitation is expected to expire at 10.00 a.m. (London time) on 16 November 2023 (such time and date, as the same may be extended, the "Expiration Deadline"). Noteholders may continue to submit Electronic Voting Instructions up to the Expiration Deadline.

The deadlines set by any intermediary or Clearing System (as defined herein) will be earlier than the deadlines set out in this Consent Solicitation Memorandum. Noteholders that do not deliver a valid Electronic Voting Instruction, but who wish to attend and vote at the Meeting in person or to be represented or to otherwise vote at the Meeting, in each case via a Microsoft Teams video conference meeting ID to be provided by Fieldfisher LLP upon request, must make the necessary arrangements by the Expiration Deadline.

The UK Government's restrictions on London are constantly evolving as the COVID-19 outbreak situation changes, in particular with the developments surrounding the omicron variant. As a result, the holding of a physical meeting could potentially give rise to a breach of any UK Government restrictions that may come into place. We are therefore of the view that it is not advisable to hold any physical meetings of the Noteholders.

The Noteholders will nonetheless be able to attend virtually and vote in the usual way at each Microsoft Teams video conference Meeting. Since the introduction of COVID-19 restrictions in the UK in March 2020, we are aware that some noteholder meetings have taken place virtually using technology solutions and that noteholder resolutions have been implemented successfully. We understand that holding noteholder meetings virtually is currently the standard approach being taken by note issuers in the bond market. On the basis that the Noteholders will be able to vote at the relevant Meeting virtually in the usual way, we are of the view that holding a virtual noteholder meeting will not be materially prejudicial to the interests of such Noteholders. Furthermore, the interests of the Noteholders will not be materially

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prejudiced by any breach of the provisions of the Trust Deed or the Notes relating to the substitute provisions being used by the Issuer in order to ensure the ability of the Noteholders to participate and vote in any relevant Meeting and any relevant adjourned Meeting.

The Issuer will take appropriate steps to ensure that only those who would otherwise be entitled to attend and vote at a physical meeting will be entitled to attend the Microsoft Teams video conference meeting.

Information and Tabulation Agent

D.F. King

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This Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the Proposal or the passing of the Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitation or otherwise participate at the meeting (including any adjourned meeting) at which the Extraordinary Resolution is to be considered (the "Meeting").

In accordance with normal practice, the Trustee has not been involved in the formulation of the Proposal outlined in this Consent Solicitation Memorandum and the Trustee expresses no opinion on the merits of the Proposal. The Trustee has not made and will not make any assessment of the merits of the Proposal or of the impact of the Proposal on the interests of the Noteholders either as a class or as individuals. The Trustee recommends that Noteholders who are unsure of the impact of the Proposal should take their own independent financial, legal and tax advice on the merits and on the consequences of voting in favour of or against or taking no action in respect of the Proposal, including any tax consequences. The Trustee has not independently verified, does not make any representation or warranty, express or implied, and is not responsible for the accuracy, completeness, validity or correctness of the statements made in this Consent Solicitation Memorandum or omissions therefrom.

None of: (i) the Issuer; (ii) D.F. King (the "Information and Tabulation Agent"); or (iii) BNY Mellon Corporate Trustee Services Limited (the "Trustee"), The Bank of New York Mellon, London Branch acting in its capacity as Principal Paying Agent (the "Principal Paying Agent"), The Bank of New York Mellon SA/NV, Luxembourg Branch as Registrar (the "Registrar") expresses any opinion about the terms of the Consent Solicitation or the Extraordinary Resolution or makes any recommendation whether Noteholders should participate in the relevant Consent Solicitation or otherwise participate at the Meeting.

Capitalised terms used in this Consent Solicitation Memorandum have the meaning given in the section headed "Definitions" and any other definitions of such terms are for ease of reference only and shall not affect their interpretation.

All documentation relating to the Consent Solicitation, including all announcements, additional copies of this Consent Solicitation Memorandum and any amendments or supplements to this Consent Solicitation Memorandum, will be available from the Information and Tabulation Agent.

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IMPORTANT INFORMATION - FORWARD-LOOKING STATEMENTS

Some of the statements in this Consent Solicitation Memorandum include forward-looking statements which reflect the Issuer's current views with respect to financial performance, business strategy, plans and objectives of management for future operations.

These forward-looking statements relate to the Issuer and the Group and the sectors and industries in which each of the Issuer and the Group operates. Statements which include the words "expects", "intends", plans", "believes", "projects", "anticipates", "estimates", "will", "targets", "aims", "may", "should", "would", "could", "continue", "budget", "schedule" and similar statements of a future or forward-looking nature identify forward-looking statements.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Issuer, are inherently subject to significant business, economic and competitive uncertainties and contingencies.

All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause the Issuer's actual financial results to differ materially from those indicated in these statements. These factors include, but are not limited, to those described in "Risk Factors and Certain Considerations Relating to the Consent Solicitation", which should be read in conjunction with the other cautionary statements that are included in this Consent Solicitation Memorandum.

Noteholders are cautioned that forward-looking statements are not guarantees of future performance. Forward- looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this Consent Solicitation Memorandum speak only as of the date of this Consent Solicitation Memorandum, reflect the Issuer's current belief with respect to future events and are subject to risk relating to future events and other risks, uncertainties and assumptions relating to the Issuer's operations, results of operations, growth strategy, capital and leverage ratios and liquidity. Noteholders should specifically consider the factors identified in this Consent Solicitation Memorandum which could cause actual financial results to differ before participating in the Consent Solicitation. All of the forward-looking statements made in this Consent Solicitation Memorandum are qualified by these cautionary statements.

The Issuer undertakes no obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments, events or circumstances or otherwise. All subsequent written and oral forward-looking statements attributable to the Issuer or individuals acting on behalf of the Issuer are expressly qualified in their entirety by this section.

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CONTENTS
	Page
SOLICITATION AND DISTRIBUTION RESTRICTIONS	1
GENERAL	3
DOCUMENTS AVAILABLE FOR INSPECTION	5
INDICATIVE TIMETABLE	6
DEFINITIONS	8
DETAILS OF THE PROPOSAL	11
CONSENT SOLICITATION	12
FURTHER TERMS OF THE CONSENT SOLICITATION	16
RISK FACTORS AND CERTAIN CONSIDERATIONS RELATING TO THE CONSENT SOLICITATION17
TAX CONSEQUENCES	20
PROCEDURES FOR PARTICIPATING IN THE CONSENT SOLICITATION	21
AMENDMENT AND TERMINATION	26
INFORMATION AND TABULATION AGENT	28
ANNEX FORM OF NOTICE OF MEETING	29

SOLICITATION AND DISTRIBUTION RESTRICTIONS

This Consent Solicitation Memorandum does not constitute an invitation to participate in a Consent Solicitation in any jurisdiction in which, or to any person to whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this Consent Solicitation Memorandum in certain jurisdictions may be restricted by law.

Persons into whose possession this Consent Solicitation Memorandum comes are required by the Issuer and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions. None of the Issuer, the Information and Tabulation Agent, the Trustee, the Principal Paying Agent or the Registrar will incur any liability for its own failure or the failure of any other person or persons to comply with the provisions of any such restrictions.

United States

The Consent Solicitation is only being made outside the United States, to persons other than "U.S. persons" (as defined in Regulation S under the Securities Act). Any purported participation in the Consent Solicitation resulting directly or indirectly from a violation of these restrictions will be invalid and any participation in the Consent Solicitation by a person that is located or resident in the United States or that is a U.S. person or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a beneficial owner that is giving instructions from within the United States or that is any U.S. person will not be accepted.

This Consent Solicitation Memorandum is not an offer of securities for sale in the United States or to any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Notes have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.

Each Noteholder participating in the Consent Solicitation will represent that it is located and resident outside the United States and is not a U.S. person (as defined in Regulation S under the Securities Act) or a dealer or other professional fiduciary in the United States acting only on a discretionary basis for the benefit or account of non- U.S. persons located outside the United States.

For the purpose of this Consent Solicitation Memorandum, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this Consent Solicitation Memorandum and any other documents or materials relating to the Proposal is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to: (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"); (ii) persons who fall within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the Issuer; (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Financial Promotion Order; or (iv) any other persons to whom these documents and/or materials may lawfully be made under the Financial Promotion Order. Any investment or investment activity to which this Consent Solicitation Memorandum relates is available only to such persons and will be engaged in only with such persons and other persons should not rely on it.

General

Nothing in this Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction and participation in either Consent Solicitation by a Noteholder in any circumstances in which such participation is unlawful will not be accepted.

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Each Noteholder participating in the Consent Solicitation will be required to represent that it is an eligible Noteholder as set out in "Procedures for Participating in the Consent Solicitation". Any Electronic Voting Instruction from a Noteholder that is unable to make these representations will not be accepted. Each of the Issuer and the Information and Tabulation Agent reserves the right, in its absolute discretion, to investigate, in relation to any submission of Electronic Voting Instructions, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such Electronic Voting Instruction may be rejected.

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GENERAL

The Issuer accepts responsibility for the information contained in this Consent Solicitation Memorandum. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Consent Solicitation Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information.

Each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate (including those relating to the Consent Solicitation and the Extraordinary Resolution and each Noteholder must make its own decision whether to participate in the Consent Solicitation or otherwise participate at the Meeting.

The delivery or distribution of this Consent Solicitation Memorandum shall not under any circumstances create any implication that the information contained in this Consent Solicitation Memorandum is correct as of any time subsequent to the date of this Consent Solicitation Memorandum or that there has been no change in the information set out in this Consent Solicitation Memorandum or in the affairs of the Issuer or that the information in this Consent Solicitation Memorandum has remained accurate and complete. None of the Information and Tabulation Agent, the Trustee, the Principal Paying Agent, the Registrar or any of their respective agents accepts any responsibility for the information contained in this Consent Solicitation Memorandum.

If any Noteholder is in any doubt as to any aspect of the Proposal in this Consent Solicitation Memorandum and/or the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent financial, tax or legal adviser, authorised under the Financial Services and Markets Act 2000, as amended (the "FSMA") (if in the United Kingdom) or other appropriately authorised financial adviser.

This Consent Solicitation Memorandum does not constitute a solicitation in any circumstances in which such solicitation is unlawful. No person has been authorised to make any recommendation on behalf of the Issuer, the Information and Tabulation Agent or the Trustee in respect of this Consent Solicitation Memorandum, the Consent Solicitation or the Extraordinary Resolution. No person has been authorised to give any information, or to make any representation in connection with the Consent Solicitation or the Extraordinary Resolution, other than those contained in this Consent Solicitation Memorandum. If made or given, such recommendation or any such information or representation must not be relied upon as having been authorised by any of the Issuer, the Information and Tabulation Agent, the Trustee or any of their respective agents.

None of the Information and Tabulation Agent, the Trustee, the Principal Paying Agent, the Registrar or any of their respective directors, officers, employees, agents or affiliates has verified, or assumes any responsibility for the accuracy or completeness of, any of the information concerning the Consent Solicitation, the Extraordinary Resolution, the Issuer, the Notes or the factual statements contained in, or the effect or effectiveness of, this Consent Solicitation Memorandum, the Annex hereto or any other documents referred to in this Consent Solicitation Memorandum or assumes any responsibility for any failure, acts or omissions by the Issuer, in connection with the Consent Solicitation, to disclose events that may have occurred and may affect the significance or accuracy of such information or the terms of any amendment (if any) to the Consent Solicitation.

The Information and Tabulation Agent, the Registrar and the Principal Paying Agent are the agents of the Issuer and owe no duty to any Noteholder.

This Consent Solicitation Memorandum is only issued to and directed at Noteholders for the purposes of the Consent Solicitation. No other person may rely upon its contents, and it should not be relied upon by any Noteholder for any other purpose.

The applicable provisions of the FSMA must be complied with in respect of anything done in relation to the Consent Solicitation or the Meeting in, from or otherwise involving the United Kingdom.

Unless the context otherwise requires, all references in this Consent Solicitation Memorandum to a "Noteholder" or "holder of Notes" includes:

1. each person who is shown in the records of Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking S.A. ("Clearstream, Luxembourg", and together with Euroclear, the "Clearing Systems" and each a "Clearing System") as a holder of the Notes (also referred to as "Direct Participants" and each a "Direct Participant"); and

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