Common use of No Advisory or Fiduciary Relationship Clause in Contracts

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and the Selling Stockholder have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriter (b) in connection with the offering of the Securities and the process leading thereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries subsidiaries, or the Selling StockholderShareholder, or their respective stockholders, creditors, employees or any other party, (c) no the Underwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder Shareholder on other matters) and no the Underwriter has any no obligation to the Company or the Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholderShareholder, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and each of the Company and the Selling Stockholder have Shareholder has consulted their its own respective legal, accounting, regulatory regulatory, investment and tax advisors to the extent it deemed appropriate. The Company and Moreover, the Selling Stockholder hereby waive any claims that Shareholder acknowledges and agrees that, although the Company and Underwriter may be required or choose to provide the Selling Stockholder may have against the Underwriters Shareholder with respect to any breach of fiduciary duty certain Regulation Best Interest and Form CRS disclosures in connection with the Securitiesoffering, the Underwriter is not making a recommendation to the Selling Shareholder to participate in the offering, enter into a “lock-up” agreement, or sell any Securities at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Underwriter is making such a recommendation.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderStockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling Stockholder, or their its respective stockholderslimited liability company members, managers, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder Stockholders with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and or the Selling StockholderStockholders, as applicable, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries subsidiaries, or the Selling StockholderStockholders, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling Stockholder, Stockholder and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholders, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling StockholderShareholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholderShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Shareholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company and each Selling Stockholder hereby acknowledges that the Selling Stockholder, severally and not jointly, acknowledges and agrees that (a) Underwriters are acting solely as underwriters in connection with the purchase and sale of the Securities Offered Shares. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this AgreementAgreement entered into on an arm’s length basis, including and in no event do the determination parties intend that the Underwriters act or be responsible as a fiduciary to either the Company or its management, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the initial public offering price purchase and sale of the Securities Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company or any Selling Stockholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderStockholders hereby confirm their understanding and agreement to that effect. The Company, on the one hand, Selling Stockholders and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, Underwriters agree that they are each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholder, or responsible for making their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder own independent judgments with respect to any such transactions and that any opinions or views expressed by the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation Underwriters to the Company or the Selling Stockholder Stockholders regarding such transactions, including, but not limited to, any opinions or views with respect to the offering of price or market for the Securities except the obligations expressly set forth in this AgreementShares, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of do not constitute advice or recommendations to the Company and or the Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and the Selling Stockholder have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriateStockholders. The Company and the Selling Stockholder Stockholders hereby waive and release, to the fullest permitted by law, any claims that the Company and the or any Selling Stockholder may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or any Selling Stockholder in connection with the Securitiestransactions contemplated by this Agreement or any matters leading up to such transactions.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling StockholderOperating Company hereby acknowledges that each of the Sales Agents, severally the Forward Sellers and the Forward Purchasers is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Operating Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the transactions contemplated hereby or the Forward Contracts) and owes the Company and the Operating Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not jointlysuperseded by this Agreement), if any. Each of the Company and the Operating Company further acknowledges that each of the Sales Agents, the Forward Sellers and agrees the Forward Purchasers is acting pursuant to a contractual relationship created solely by this Agreement and/or a Forward Contract, each entered into on an arm’s length basis, and that (a) the Sales Agents, the Forward Sellers and the Forward Purchasers may have interests that differ from the Company and the Operating Company, and in no event do the parties intend that any of the Sales Agents, the Forward Sellers or the Forward Purchasers act or be responsible as a fiduciary to the Company or the Operating Company, or their management, stockholders or creditors or any other person in connection with any activity that the Sales Agents, the Forward Sellers and the Forward Purchasers may undertake or have undertaken in furtherance of the purchase and sale of the Securities Company’s or the Operating Company’s securities, either before or after the date hereof. The transactions contemplated hereby and/or pursuant to this Agreementa Forward Contract do not constitute a recommendation, including investment advice, or solicitation of any action by the determination of Sales Agents, the initial public offering price of Forward Sellers or the Securities Forward Purchasers. The Sales Agents, the Forward Sellers and the Forward Purchasers hereby expressly disclaim any related discounts and commissions, is an arm’s-length commercial transaction between fiduciary or similar obligations to the Company and the Selling StockholderOperating Company, on the one hand, and the several Underwriters, on the other hand, (b) either in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in transactions contemplated by this Agreement, (d) the Underwriters a Forward Contract or any matters leading up to such transactions, and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholderOperating Company hereby confirms its understanding and agreement to that effect. The Company and the Operating Company, the Sales Agents and (e) the Underwriters Forward Sellers agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Sales Agents, the Forward Sellers or the Forward Purchasers, as the case may be, to the Company and the Operating Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company’s and the Operating Company’s securities, do not constitute recommendations or investment advice or solicitation of any action by the Sales Agents, the Forward Sellers or the Forward Purchasers. Each of the Company and the Operating Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company and the Operating Company may have against the Sales Agents, the Forward Sellers and the Forward Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company and/or the Operating Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. The Sales Agents, the Forward Sellers and the Forward Purchasers have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and the Selling Stockholder have consulted their own respective legal, accounting, regulatory and tax advisors Shares to the extent it deemed appropriate. The Company, the Operating Company and the Selling Stockholder hereby waive or any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesother entity or natural person.

No Advisory or Fiduciary Relationship. Each of The Issuer, the Company Parent Guarantor and the Selling Stockholder, severally its subsidiaries acknowledge and not jointly, acknowledges and agrees agree that (a) the purchase and sale of the Securities Notes pursuant to this Agreement, including the determination of the initial public offering price of the Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Issuer, the Parent Guarantor and the Selling Stockholderits subsidiaries, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities Notes and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the CompanyIssuer, the Parent Guarantor, any of its subsidiaries or the Selling Stockholdersubsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Issuer, the Parent Guarantor or the Selling Stockholder its subsidiaries with respect to the offering of the Securities Notes or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the CompanyIssuer, the Parent Guarantor or any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company Issuer, the Parent Guarantor or the Selling Stockholder any of its subsidiaries with respect to the offering of the Securities Notes except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Issuer, the Parent Guarantor and the Selling Stockholderits subsidiaries, and (e) none of the Underwriters have not or legal counsel for the Underwriters has provided any legal, accounting, regulatory or tax advice to the Issuer, the Parent Guarantor or its subsidiaries with respect to the offering of the Securities Notes and the Company Issuer, the Parent Guarantor and the Selling Stockholder its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. The Company Any review by the Representatives or any Underwriter of the Issuer, the Parent Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Selling Stockholder hereby waive Issuer or the Parent Guarantor, as the case may be, or any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesother person.

No Advisory or Fiduciary Relationship. Each of the The Company and the Selling Stockholder, severally its subsidiaries acknowledge and not jointly, acknowledges and agrees agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholderits subsidiaries, on the one hand, and the several Underwriters, the Forward Purchaser and the Forward Seller, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter of the Underwriters, the Forward Purchaser and the Forward Seller is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholdersubsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter none of the Underwriters, the Forward Purchaser or the Forward Seller has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder its subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter Underwriter, the Forward Purchaser or the Forward Seller has advised or is currently advising the Company, Company or any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter none of the Underwriters, the Forward Purchaser or the Forward Seller has any obligation to the Company or the Selling Stockholder any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriters, the Forward Purchaser, the Forward Seller and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholderits subsidiaries, and (e) none of the Underwriters have not Underwriters, the Forward Purchaser, the Forward Seller or their legal counsel has provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and the Selling Stockholder its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the The Company and the Selling Stockholder, severally and not jointly, acknowledges and agrees that (ai) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderCompany, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement, (bii) in connection with the offering of the Securities contemplated hereby and the process leading thereto, to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholder, or their respective stockholdersCompany’s shareholders, creditors, employees or any other third party, (ciii) no Underwriter has assumed or nor will it assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder its subsidiaries with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of Company or its subsidiaries or the Selling Stockholder on any other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder its subsidiaries with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters each Underwriter and their its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each the Company or its subsidiaries and no Underwriter has any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, (v) the Company and its subsidiaries waive, to the Selling Stockholderfullest extent permitted by law, any claims the Company may have against any Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agree that no Underwriter shall have any liability (whether direct or indirect) to the Company or its subsidiaries in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including shareholders, employees or creditors of the Company, and (evi) the Underwriters have not no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities contemplated hereby and the Company and the Selling Stockholder have Bank consulted their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, Stockholders acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderStockholders, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholder, Stockholders or any of their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, Company or any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Stockholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company appropriate and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty entity or natural person. Each Selling Stockholder further acknowledges and agrees that, although the Underwriters may provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the Securitiesoffering, the Underwriters are not making a recommendation to any Selling Stockholder to participate in the offering or sell any Securities at the purchase price set forth in Schedule A, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.

No Advisory or Fiduciary Relationship. Each of the The Company and the Selling Stockholder, severally its subsidiaries acknowledge and not jointly, acknowledges and agrees agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is Agreement are an arm’s-length commercial transaction between among the Company and its subsidiaries, the Selling Stockholder, on the one hand, and the several Underwriters, on the other handForward Sellers, the Forward Purchasers and any affiliate or affiliates through which the Underwriters, the Forward Sellers or the Forward Purchasers may be acting, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter Underwriter, each Forward Seller and each Forward Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholdersubsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter Underwriter, Forward Seller or Forward Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder its subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter Underwriter, such Forward Seller or such Forward Purchaser has advised or is currently advising the Company, Company or any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter Underwriter, Forward Seller or Forward Purchaser has any obligation to the Company or the Selling Stockholder any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriters, the Forward Sellers or the Forward Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholderits subsidiaries, and (e) none of the Underwriters have not Underwriters, the Forward Sellers or the Forward Purchasers or their respective counsel has provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and the Selling Stockholder its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the The Company and the Selling Stockholder, severally and not jointly, acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of each of the Common Securities and Preferred Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderCompany, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, Company or any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and the Selling Stockholder have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company appropriate and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no the Underwriter (i) has note assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and no the relationship between the Company and the Selling Stockholder, on the one hand, and the Underwriter, on the other hand, is entirely and solely commercial, based on arms-length negotiations and, as such, not intended for use by any individual for personal, family or household purposes, (ii) is providing a recommendation or investment advice with respect to the offering of the Securities or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and (iii) has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholder, Stockholder and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and the Selling Stockholder have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby (a) waive any claims that the Company and the Selling Stockholder may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with the SecuritiesSecurities and (b) agree that none of the activities of the Underwriter in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriter with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company Transaction Entities and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between among the Company Transaction Entities and the Selling StockholderShareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of either of the Company, Transaction Entities or any of its their respective subsidiaries or the any Selling StockholderShareholder, or their respective stockholdersshareholders, unitholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Transaction Entities or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising either of the Company, Transaction Entities or any of its their respective subsidiaries or the any Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company Transaction Entities or the any Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each any of the Company and the Transaction Entities or any Selling StockholderShareholder, and (e) the Underwriters have not provided any business, legal, accounting, regulatory or tax advice with respect to the offering of the Securities and each of the Company Transaction Entities and the each Selling Stockholder have Shareholder has consulted their its own respective business, legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling StockholderShareholders, or their respective shareholders, stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder Shareholders with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder Shareholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder Shareholders with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholderShareholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Selling Stockholder have Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, DFH LLC acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderDFH LLC, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, DFH LLC, any of its their subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder DFH LLC with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, DFH LLC or any of its their subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder DFH LLC with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholderDFH LLC, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and the Selling Stockholder DFH LLC have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent it they deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price Public Offering Price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees employees, beneficiaries, trustees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholder, Stockholder and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and the Selling Stockholder have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholder, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling StockholderShareholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholderShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Shareholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company Gxxxxxxx Entities and the Selling Stockholder, severally and not jointly, Stockholders acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Gxxxxxxx Entities and the Selling StockholderStockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the CompanyGxxxxxxx Entities, any of its subsidiaries or the subsidiaries, any Selling Stockholder, Stockholder or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Gxxxxxxx Entities or the any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the CompanyGxxxxxxx Entities, any of its the Company’s subsidiaries or the any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company Gxxxxxxx Entities or the any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Gxxxxxxx Entities or any Selling Stockholder, Stockholder and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and each of the Company Gxxxxxxx Entities and the Selling Stockholder have Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling StockholderShareholder, severally and not jointly, acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling StockholderShareholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholderShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderManager, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of either of the Company, Company or the Manager or any of its their respective subsidiaries or the Selling Stockholder, or their respective stockholders, interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder Manager with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, Company or the Manager or any of its their respective affiliates or subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder Manager with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and or the Selling StockholderManager, and (e) the Underwriters have not provided any business, legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and each of the Company and the Selling Stockholder have Manager has consulted their its own respective business, legal, accounting, regulatory regulatory, financial and tax advisors to the extent it deemed appropriate. The Company appropriate and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any entity or natural person. The Company and the Manager waive to the full extent permitted by applicable law any claims each of them may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

No Advisory or Fiduciary Relationship. Each of the The Company and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (ai) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the initial public offering price of the Securities Public Offering Price and any related discounts and commissions, is an arm’sarms-length commercial transaction between the Company and the Selling StockholderShareholders, on the one hand, and the several Underwriters, on the other hand, (bii) in connection with the offering of the Securities contemplated hereby and the process leading thereto, to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholder, Shareholder or their respective stockholdersshareholders, creditors, employees or any other party, (ciii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, Company or any of its subsidiaries or the such Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the or any Selling Stockholder, Shareholder and (ev) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities contemplated hereby and the Company and the each Selling Stockholder have Shareholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Selling Shareholders and the Selling Stockholder hereby waive Underwriters, or any claims that the Company and the Selling Stockholder may have against the Underwriters of them, with respect to the subject matter hereof. The Company, the Selling Shareholders and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any breach and all right to trial by jury in any legal proceeding arising out of fiduciary duty in connection with or relating to this Agreement or the Securitiestransactions contemplated hereby.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholder, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling StockholderShareholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholderShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company Company, the Controlling Shareholder and the Selling Stockholder, severally and not jointly, Shareholders acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Company, the Controlling Shareholder and the Selling StockholderShareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities contemplated hereby and the process leading thereto, to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, the Controlling Shareholder or any of its subsidiaries or the Selling StockholderShareholder, or their its respective stockholdersshareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, the Controlling Shareholder or the any Selling Stockholder Shareholder with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, the Controlling Shareholder or any of its subsidiaries or the Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company Company, the Controlling Shareholder or the any Selling Stockholder Shareholder with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Company, the Controlling Shareholder and the Selling StockholderShareholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Securities and Company, the Company Controlling Shareholder and the Selling Stockholder have Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company WhiteHorse Entities and the each Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company WhiteHorse Entities and the Selling StockholderStockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the CompanyWhiteHorse Entities, the Subsidiary or any of its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company WhiteHorse Entities or the any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries WhiteHorse Entities or the Subsidiary or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company WhiteHorse Entities or the any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the WhiteHorse Entities and each of the Company and the Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and each of the Company WhiteHorse Entities and the each Selling Stockholder have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the The Company and the Selling Stockholder, severally and not jointly, acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderCompany, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Company or any of its subsidiaries or the Selling Stockholdersubsidiaries, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, Company or any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholderCompany, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and the Selling Stockholder have has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , (f) the information and transactions contemplated in this Agreement do not constitute an offer or a solicitation of an offer to transact in any securities or other financial instrument with any natural person, and (g) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty entity or natural person. The Company further acknowledges and agrees that, although the Underwriters may provide the Company with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the Public Offering, the Underwriters are not making a recommendation to the Company to participate in the Public Offering or sell any Securities at the purchase price for the Securities, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholders, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling StockholderShareholders, or its or their respective stockholdersshareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder Shareholders with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder Shareholders on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder Shareholders with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholderShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Shareholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, PPL Capital Funding acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderPPL Capital Funding, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities contemplated hereby and the process leading theretoto such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries Company or the Selling StockholderPPL Capital Funding, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder PPL Capital Funding with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries Company or the Selling Stockholder PPL Capital Funding on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder PPL Capital Funding with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholderor PPL Capital Funding, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Securities and the Company and the Selling Stockholder have or PPL Capital Funding has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company appropriate and the Selling Stockholder hereby waive any claims that (f) the Company and PPL Capital Funding waive, to the Selling Stockholder fullest extent permitted by law, any claims it may have against the Underwriters with respect to any for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or PPL Capital Funding in connection with respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the SecuritiesCompany or PPL Capital Funding, including stockholders, creditors or employees.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderStockholders, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory financial, regulatory, investment or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Stockholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company appropriate and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees employees, beneficiaries, trustees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and the Selling Stockholder have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling Stockholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities Securities, and the Company and each of the Selling Stockholder have Stockholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company World Point Parties and the Selling Stockholder, severally and not jointly, Unitholder acknowledges and agrees that (a) the purchase and sale of the Securities Units pursuant to this Agreement, including the determination of the initial public offering price of the Securities Units and any related discounts and commissions, is an arm’s-length commercial transaction between the Company World Point Parties and the Selling StockholderUnitholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities Units and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the CompanyWorld Point Parties, any of its subsidiaries or the Selling StockholderUnitholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company World Point Parties or the Selling Stockholder Unitholder with respect to the offering of the Securities Units or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the CompanyWorld Point Parties, any of its subsidiaries or the Selling Stockholder Unitholder on other matters) and no Underwriter has any obligation to the Company World Point Parties or the Selling Stockholder Unitholder with respect to the offering of the Securities Units except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company World Point Parties and the Selling StockholderUnitholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities Units and the Company World Point Parties and the Selling Stockholder have Unitholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the The Company and the Selling Stockholder, severally and not jointly, acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderCompany, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of Company or its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder Company on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholderCompany, and (e) the Underwriters have not provided any legal, accounting, regulatory financial, regulatory, investment or tax advice with respect to the offering of the Securities and the Company and the Selling Stockholder have has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company The Dutch Parties and the each Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and Dutch Parties, the Selling Stockholder, on the one handStockholders, and the several Underwriters, on respectively, and does not constitute a recommendation, investment advice, or solicitation of any action by the other handUnderwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the CompanyDutch Parties or any Selling Stockholder, any of its subsidiaries or the Selling Stockholdertheir subsidiaries, or their respective stockholders, members, partners, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Dutch Parties or the any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, Dutch Parties or any of its their subsidiaries or the any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company Dutch Parties or the any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Dutch Parties and the Selling StockholderStockholders, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and each of the Company Dutch Parties and the Selling Stockholder have Stockholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the each Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter (i) has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder on other matters) and no the relationship between the Company and the Selling Stockholder, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, based on arms-length negotiations and, as such, not intended for use by any individual for personal, family or household purposes, (ii) is providing a recommendation or investment advice with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Stockholder on other matters) and (iii) has any obligation to the Company or the any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling Stockholder, Stockholder and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and the each Selling Stockholder have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder Stockholders hereby (a) waive any claims that the Company and the Selling Stockholder Stockholders may have against the Underwriters with respect to any breach of fiduciary duty in connection with the SecuritiesSecurities and (b) agree that none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities Securities, and each of the Company and the Selling Stockholder have has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, each Guarantor acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderGuarantors, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, the Guarantors or any of its subsidiaries or the Selling Stockholder, or their respective stockholderssubsidiaries, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder any Guarantor with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, the Guarantors or any of its their respective subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder any Guarantor with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the several Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholderGuarantors and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and the Selling Stockholder Guarantors have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Selling Stockholder each Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Selling Stockholder or such Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty in connection with the Securitiesduty.

No Advisory or Fiduciary Relationship. Each The Company hereby acknowledges that each of the Company Sales Agents, the Forward Sellers and the Selling StockholderForward Purchasers is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the transactions contemplated hereby or by the related Master Forward Confirmation) and owes the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), severally if any. The Company further acknowledges that each of the Sales Agents, the Forward Sellers and not jointlythe Forward Purchasers is acting pursuant to a contractual relationship created solely by this Agreement and the related Master Forward Confirmation, acknowledges each entered into on an arm’s length basis, and agrees that (a) the Sales Agents, the Forward Sellers and the Forward Purchasers may have interests that differ from the Company, and in no event do the parties intend that any of the Sales Agents, the Forward Sellers or the Forward Purchasers act or be responsible as a fiduciary to the Company, its management, stockholders or creditors or any other person in connection with any activity that the Sales Agents, the Forward Sellers and the Forward Purchasers may undertake or have undertaken in furtherance of the purchase and sale of the Securities pursuant to this AgreementCompany’s securities, including either before or after the determination date hereof. The transactions contemplated hereby do not constitute a recommendation, investment advice, or solicitation of any action by the initial public offering price of Sales Agents, Forward Sellers or Forward Purchasers. The Sales Agents, the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Forward Sellers and the Selling StockholderForward Purchasers hereby expressly disclaim any fiduciary or similar obligations to the Company, on the one hand, and the several Underwriters, on the other hand, (b) either in connection with the offering transactions contemplated by this Agreement, the related Master Forward Confirmation or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and each of the Securities Sales Agents and the process leading theretoForward Sellers agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Sales Agents or the Forward Sellers, each Underwriter is and has been acting solely as a principal and is the case may be, to the Company regarding such transactions, including, but not the agent or fiduciary of the Companylimited to, any of its subsidiaries opinions or the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder views with respect to the offering price or market for the Company’s securities, do not constitute recommendations or investment advice or solicitation of any action by the Securities Agents, the Forward Sellers or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising Forward Purchasers. The Company hereby waives and releases, to the Companyfullest extent permitted by law, any claims that the Company may have against the Sales Agents, the Forward Sellers and the Forward Purchasers with respect to any breach or alleged breach of its subsidiaries any fiduciary or the Selling Stockholder on other matters) and no Underwriter has any obligation similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. The Sales Agents, the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Forward Sellers and the Selling Stockholder, and (e) the Underwriters Forward Purchasers have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities Shares and the Company and the Selling Stockholder have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company Transaction Entities and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities and Underwritten Forward Shares pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between among the Company Transaction Entities and the Selling StockholderShareholders, on the one hand, and the several Underwriters, the Forward Purchaser and the Forward Seller, on the other hand, (b) in connection with the offering of the Securities and the Underwritten Forward Shares and the process leading thereto, each Underwriter of the Underwriters, the Forward Purchaser and the Forward Seller is and has been acting solely as a principal and is not the agent or fiduciary of either of the Company, Transaction Entities or any of its their respective subsidiaries or the any Selling StockholderShareholder, or their respective stockholdersshareholders, unitholders, creditors, employees or any other party, (c) no Underwriter Underwriter, Forward Purchaser or Forward Seller has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Transaction Entities or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the Underwritten Forward Shares or the process leading thereto (irrespective of whether such Underwriter Underwriter, Forward Purchaser or Forward Seller has advised or is currently advising either of the Company, Transaction Entities or any of its their respective subsidiaries or the any Selling Stockholder Shareholder on other matters) and no Underwriter Underwriter, Forward Purchaser or Forward Seller has any obligation to the Company Transaction Entities or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the Underwritten Forward Shares except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriters, the Forward Purchaser and the Forward Seller and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each any of the Company and the Transaction Entities or any Selling StockholderShareholder, and (e) the Underwriters Underwriters, the Forward Purchaser and the Forward Seller have not provided any business, legal, accounting, regulatory or tax advice with respect to the offering of the Securities or the Underwritten Forward Shares and each of the Company Transaction Entities and the each Selling Stockholder have Shareholder has consulted their its own respective business, legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the The Company and the Selling Stockholder, severally and not jointly, acknowledges and agrees that (ai) the purchase and sale of the Securities Notes pursuant to this Agreement, including the determination of the initial public offering price of the Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderCompany, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement, (bii) in connection with the offering of the Securities contemplated hereby and the process leading thereto, to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholder, or their respective stockholdersCompany’s shareholders, creditors, employees or any other third party, (ciii) no Underwriter has not assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder its subsidiaries with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of Company or its subsidiaries or the Selling Stockholder on any other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder its subsidiaries with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or its subsidiaries and each Underwriter does not have any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, (v) the Company and its subsidiaries waive, to the Selling Stockholderfullest extent permitted by law, any claims the Company may have against any Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agree that each Underwriter shall have no liability (whether direct or indirect) to the Company or its subsidiaries in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including shareholders, employees or creditors of the Company, and (evi) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities contemplated hereby and the Company and the Selling Stockholder have Bank consulted their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the The Company and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts commissions and commissionsdiscounts, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholders, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or subsidiaries, any of the Selling Stockholder, Shareholders or any of their respective stockholdersshareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholderShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and the each Selling Stockholder have Shareholder has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation or any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderStockholders, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Company or any of its subsidiaries or the any Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, Company or any of its subsidiaries or the any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Stockholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , (f) the information and transactions contemplated in this Agreement do not constitute an offer or a solicitation of an offer to transact in any securities or other financial instrument with any natural person, and (g) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty entity or natural person. Each Selling Stockholder further acknowledges and agrees that, although the Underwriters may provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the Public Offering, the Underwriters are not making a recommendation to any Selling Stockholder to participate in the Public Offering or sell any Securities at the purchase price for the Securities, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholder, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling StockholderShareholder, or their its respective stockholdersshareholders, creditors, employees or any other party, party (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling Stockholder, Shareholder and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Shareholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , (f) the information and transactions contemplated in this Agreement do not constitute an offer or a solicitation of an offer to transact in any securities or other financial instrument with any natural person, and (g) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and the Selling Stockholder have has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty entity or natural person. Moreover, the Selling Stockholder acknowledges and agrees that, although the Representative may be required or choose to provide the Selling Stockholder with certain Regulation Best Interest and Form CRS disclosures in connection with the Securitiesoffering, the Representative and the other Underwriters are not making a recommendation to the Selling Stockholder to participate in the offering, enter into a “lock-up” agreement, or sell any Securities at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Representative or any Underwriter is making such a recommendation.

No Advisory or Fiduciary Relationship. Each of the Company The Company, its subsidiaries and the Selling Stockholder, severally Advisor acknowledge and not jointly, acknowledges and agrees agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Company, its subsidiaries and the Selling StockholderAdvisor, on the one hand, and the several UnderwritersInitial Purchaser, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter the Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or subsidiaries, the Selling Stockholder, Advisor or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, any of its subsidiaries or the Selling Stockholder Advisor with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter the Initial Purchaser has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder Advisor on other matters) and no Underwriter Initial Purchaser has any obligation to the Company Company, any of its subsidiaries or the Selling Stockholder Advisor with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchaser and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Company, its subsidiaries and the Selling StockholderAdvisor, and (e) none of the Underwriters have not Initial Purchaser or legal counsel for the Initial Purchaser has provided any legal, accounting, regulatory or tax advice to the Company, any of its subsidiaries or the Advisor with respect to the offering of the Securities and the Company Company, its subsidiaries and the Selling Stockholder Advisor have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the The Company and the Selling Stockholder, severally and not jointly, acknowledges and agrees that (a) the purchase and sale of the Purchased Debt Securities pursuant to this Agreement, including the determination of the initial public offering price terms of the Purchased Debt Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderCompany, on the one hand, and the several UnderwritersPurchasers, on the other hand, (b) in connection with the offering of the Securities contemplated hereby and the process leading thereto, to such transaction each Underwriter Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of or its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Purchaser has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder Company on other matters) and no Underwriter Purchaser has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholderCompany, and (e) the Underwriters Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities contemplated hereby and the Company and the Selling Stockholder have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. Schedule I DELAYED DELIVERY CONTRACT Dated: THE EMPIRE DISTRICT ELECTRIC COMPANY 600 X. Xxxxxx Avenue Joplin, Missouri 64801 Attention: Ladies and Gentlemen: The undersigned hereby agrees to purchase from The Empire District Electric Company (the “Company”), and the Selling Stockholder Company agrees to sell to the undersigned, $___________________ principal amount of the Company’s [state title of issue] (the “Debt Securities”) offered by the Company’s Prospectus dated ________ and a Prospectus Supplement dated ________, receipt of copies of which is hereby waive acknowledged, at a purchase price of ___% of the principal amount thereof plus accrued interest and on the further terms and conditions set forth in this contract. The undersigned agrees to purchase such Debt Securities in the principal amounts and on the delivery dates (the “Delivery Dates”) set forth below: Delivery Date Principal Amount Plus Accrued Interest From: ________________ $_______________ ________________ ________________ $_______________ ________________ ________________ $_______________ ________________ Payment for the Debt Securities which the undersigned has agreed to purchase on each Delivery Date shall be made to the Company or its order by certified or bank cashier’s check in [same day or New York Clearing House funds] at ___________ (or at such other place as the undersigned and the Company shall agree) at [ ] [A.M./P.M.], New York City Time, on such Delivery Date upon issuance and delivery to the undersigned of the Debt Securities to be purchased by the undersigned on such Delivery Date in such authorized denominations and, unless otherwise provided herein, registered in such names as the undersigned may designate by written or telegraphic communications addressed to the Company not less than five full business days prior to such Delivery Date. The obligation of the Company to sell and deliver, and of the undersigned to take delivery of and make payment for, Debt Securities on each Delivery Date shall be subject to the conditions that (1) the purchase of Debt Securities to be made by the undersigned shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the undersigned is subject, (2) the sale of the Debt Securities by the Company pursuant to this contract shall not at the time of delivery be prohibited under the laws of any claims jurisdiction to which the Company is subject and (3) the Company shall have sold and delivered to the Purchasers such principal amount of the Purchased Debt Securities as is to be sold and delivered to them. In the event that Debt Securities are not sold to the undersigned because one of the foregoing conditions is not met, the Company shall not be liable to the undersigned for damages arising out of the transactions covered by this contract. Promptly after completion of the sale and delivery to the Purchasers, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by copies of the opinions of counsel for the Company delivered to the Purchasers. Failure to take delivery of and make payment for Debt Securities by any purchaser under any other Delayed Delivery Contract shall not relieve the undersigned of its obligations under this contract. The undersigned represents and warrants that (a) as of the date of this contract, the undersigned is not prohibited under the laws of the jurisdictions to which the undersigned is subject from purchasing the Debt Securities hereby agreed to be purchased and (b) the undersigned does not contemplate selling the Debt Securities which it has agreed to purchase hereunder prior to the Delivery Date therefore. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract shall be governed by and construed in accordance with the laws of the State of New York. This contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It is understood that the acceptance of any Delayed Delivery Contract is in the Company’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If the contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the Selling Stockholder may have against undersigned when such counterpart is so signed. Yours very truly, _________________ By _____________________ ________________________ ________________________ Address Accepted, as of the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.date first above written The Empire District Electric Company By_________________________________

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholders, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling StockholderShareholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholderShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Shareholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company appropriate , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, Transaction Entities acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderTransaction Entities, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of either of the Company, Transaction Entities or any of its their respective subsidiaries or the Selling Stockholder, or their respective stockholders, unitholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder Transaction Entities with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising either of the Company, Transaction Entities or any of its their respective affiliates or subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder Transaction Entities with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each either of the Company and the Selling StockholderTransaction Entities, and (e) the Underwriters have not provided any business, legal, accounting, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Selling Stockholder have Transaction Entities has consulted their its own respective business, legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and , (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any entity or natural person and (g) the Transaction Entities waive to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

No Advisory or Fiduciary Relationship. Each of the The Company and the Selling Stockholder, severally Shareholder acknowledge and not jointly, acknowledges and agrees agree that (a) the purchase and sale of the Securities Offered Shares pursuant to this Agreement, including the determination of the initial public offering price of the Securities Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities contemplated hereby and the process leading theretoto such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries Company or the Selling StockholderShareholder, or their respective stockholdersthe Company’s other shareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder Shareholder with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries Company or the Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder Shareholder with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholderShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities contemplated hereby and the Company and the Selling Stockholder Shareholder have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. The Company Selling Shareholder further acknowledges and agrees that, although the Underwriters may provide the Selling Stockholder hereby waive any claims that the Company Shareholder with certain Regulation Best Interest and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty Form CRS disclosures or other related documentation in connection with the Securitiesoffering, the Underwriters are not making a recommendation to any Selling Shareholder to participate in the offering or sell any Shares at the purchase price per share and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.

No Advisory or Fiduciary Relationship. Each of the Company Company, the Manager, the Private Placement Purchasers and the Selling StockholderAxxxxx, severally and not jointly, Xxxxxx acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderCompany, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries the Manager, the Private Placement Purchasers or the Selling StockholderAxxxxx, Xxxxxx or their respective subsidiaries, stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, the Manager, the Private Placement Purchasers or the Selling Stockholder Axxxxx, Xxxxxx with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, the Manager, the Private Placement Purchasers or Angelo, Gordon, or any of its their subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Company, the Manager, the Private Placement Purchasers and the Selling StockholderAxxxxx, Xxxxxx and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company Company, the Manager, the Private Placement Purchasers and the Selling Stockholder have Axxxxx, Xxxxxx has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and the Selling Stockholder have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive waive, to the fullest extent permitted by law, any claims that the Company and the Selling Stockholder they may have against the Underwriters with respect to any Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Representatives shall have no liability (whether direct or indirect) to the Company or the Selling Stockholder in connection with respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the SecuritiesCompany, including stockholders, employees or creditors of the Company.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderStockholders, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling Stockholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholderStockholders, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities Securities, and each of the Company and the each Selling Stockholder have Stockholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderStockholders, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling Stockholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholderStockholders, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities Securities, and each of the Company and the each Selling Stockholder have Stockholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the The Company and the Selling Stockholder, severally Stockholder acknowledge and not jointly, acknowledges and agrees agree that (a) the purchase and sale of the Securities Offered Shares pursuant to this Agreement, including the determination of the initial public offering price of the Securities Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities contemplated hereby and the process leading theretoto such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries Company or the Selling Stockholder, or their respective the Company’s other stockholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries Company or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and or the Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities contemplated hereby and the Company and the Selling Stockholder have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent it they deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty entity or natural person. Moreover, the Selling Stockholder acknowledges and agrees that, although the Representatives may be required or choose to provide the Selling Stockholder with certain Regulation Best Interest and Form CRS disclosures in connection with the Securitiesoffering, the Representatives and the other Underwriters are not making a recommendation to the Selling Stockholder to participate in the offering, enter into a “lock-up” agreement, or sell any Offered Shares at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Representative or any Underwriter is making such a recommendation.

No Advisory or Fiduciary Relationship. Each of the The Company and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholders, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or subsidiaries, any of the Selling Stockholder, Shareholders or any of their respective stockholdersshareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholderShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and the each Selling Stockholder have Shareholder has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation or any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, Transaction Entities acknowledges and agrees that that: (ai) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of for the Securities Notes and any related discounts and commissions, is an arm’s-length arm’s‑length commercial transaction between the Company and the Selling StockholderTransaction Entities, on the one hand, and the several Underwriters, on the other hand, ; (bii) in connection with the offering of the Securities each transaction contemplated by this Agreement and the process leading theretoto such transaction, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company, either Transaction Entity or any of its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, affiliates; (ciii) no Underwriter has assumed or will assume an any advisory or fiduciary responsibility in favor of the Company either Transaction Entity or the Selling Stockholder any of its affiliates with respect to the offering any of the Securities transactions contemplated by this Agreement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, a Transaction Entity or any of its subsidiaries or the Selling Stockholder affiliates on other matters) and no Underwriter has any obligation to the Company Transaction Entities or the Selling Stockholder any of their affiliates with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, ; (div) the Underwriters each Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholder, and Transaction Entities; (ev) the Underwriters have not no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities transactions contemplated by this Agreement, and the Company each Transaction Entity has consulted its own legal and the Selling Stockholder have consulted their own respective legal, accounting, regulatory and tax financial advisors to the extent it deemed appropriate. The Company ; (vi) any review by the Underwriters of the Transaction Entities, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Selling Stockholder hereby waive Transaction Entities; and (vii) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any entity or natural person. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Transaction Entities and the Representatives and the several Underwriters, or any of them, with respect to the subject matter hereof and thereof. Each Transaction Entity hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Representatives and the several Underwriters, or any of them, with respect to any breach or alleged breach of agency or fiduciary duty in connection with the Securitiesduty.

No Advisory or Fiduciary Relationship. Each of the The Company and the Selling Stockholder, severally each Guarantor acknowledge and not jointly, acknowledges and agrees agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholdersuch Guarantors, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, such Guarantor, any of its subsidiaries or the Selling Stockholdertheir respective subsidiaries, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder such Guarantor with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, such Guarantor or any of its their respective subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder Company, such Guarantor with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholderor such Guarantor, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and the Selling Stockholder have such Guarantor has consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the The Company and the Selling Stockholder, severally and not jointly, acknowledges and agrees that (ai) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the initial public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderCompany, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement, (bii) in connection with the offering of the Securities contemplated hereby and the process leading thereto, to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries Subsidiaries, or the Selling Stockholder, or their respective stockholdersCompany’s shareholders, creditors, employees or any other third party, (ciii) no Underwriter has assumed or will it assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder its Subsidiaries with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, Company or its Subsidiaries on any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder its Subsidiaries with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each the Company or its Subsidiaries and no Underwriter has any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, (v) the Company and its Subsidiaries waive, to the Selling Stockholderfullest extent permitted by law, any claims the Company may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Underwriters shall not have any liability (whether direct or indirect) to the Company or its Subsidiaries in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including shareholders, employees or creditors of the Company, and (evi) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities contemplated hereby and the Company and the Selling Stockholder have Bank consulted their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company Issuers and the Selling Stockholder, severally and not jointly, Company acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Issuers and the Selling StockholderCompany, on the one hand, and the several Underwriters, on the other hand, and the Issuers and the Company are capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of either of the Issuers, the Company, any of its subsidiaries or the Selling Stockholdertheir respective subsidiaries, or their respective stockholdersshareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Issuers or the Selling Stockholder Company with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company Issuers or the Selling Stockholder Company with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and Issuers or the Selling StockholderCompany, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company Issuers and the Selling Stockholder Company have consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company appropriate and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the The Company and the Selling Stockholder, severally its subsidiaries acknowledge and not jointly, acknowledges and agrees agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between among the Company and its subsidiaries, the Selling Stockholder, on the one hand, and the several Underwriters, on the other handForward Sellers, the Forward Purchasers and any affiliate or affiliates through which the Underwriters, the Forward Sellers or the Forward Purchasers may be acting, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter Underwriter, each Forward Seller and each Forward Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholdersubsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter Underwriter, Forward Seller or Forward Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder its subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter Underwriter, such Forward Seller or such Forward Purchaser has advised or is currently advising the Company, Company or any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter Underwriter, Forward Seller or Forward Purchaser has any obligation to the Company or the Selling Stockholder any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriters, the Forward Sellers or the Forward Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholderits subsidiaries, and (e) none of the Underwriters have not Underwriters, the Forward Sellers or the Forward Purchasers or their respective counsel has provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and the Selling Stockholder its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, the Subsidiary or any other affiliates of its subsidiaries the Company or the any Selling StockholderShareholder, or their respective stockholders, creditors, creditors or employees or any other partyparty (provided that the Company makes no acknowledgement or agreement regarding the relationship between such Underwriter and such Underwriter’s Affiliates), (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, the Subsidiary, its affiliates or any of its subsidiaries or the Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholderShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the The Company and the Selling Stockholder, severally and not jointly, acknowledges and agrees that (a) the purchase and sale of the Securities Certificates pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, Underwriting Agreement is an arm’s-length commercial transaction between the Company and the Selling StockholderCompany, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering of the Securities any purchase contemplated by this Underwriting Agreement and the process leading theretoto any such transaction, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of or its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities any such purchase contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder Company on other matters) and no the Underwriter has any no obligation to the Company or the Selling Stockholder with respect to the offering of the Securities such purchase contemplated hereby except the obligations expressly set forth in this Underwriting Agreement, (d) the Underwriters Underwriter and their its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholderCompany, and (e) the Underwriters have Company agrees that it will not claim that the Underwriter has rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto and (f) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities contemplated hereby and the Company and the Selling Stockholder have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company * * * , Very truly yours, FIXED INCOME CLIENT SOLUTIONS LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Treasurer AGREED AND ACCEPTED: U.S. BANCORP INVESTMENTS, INC., for itself and as co-representative of the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect underwriter named in Schedule I hereto By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director [Signature Page to any breach Underwriting Agreement (Fixed Income Trust for Prudential Financial, Inc. Notes, Series 2012-1)] SCHEDULE I Class of fiduciary duty in connection with the Securities.Certificates Underwriter A-2013 A-2014 A-2015 A-2016 A-2017 A-2037 U.S. Bancorp Investments, Inc. $1,615,000 $1,661,000 $1,661,000 $1,661,000 $1,661,000 $25,250,000 Total $1,615,000 $1,661,000 $1,661,000 $1,661,000 $1,661,000 $25,250,000

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholder, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling StockholderShareholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholderShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Shareholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the The Company and the Selling Stockholder, severally and not jointly, acknowledges and agrees that (a) the purchase and sale of the Purchased Debt Securities pursuant to this Agreement, including the determination of the initial public offering price terms of the Purchased Debt Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderCompany, on the one hand, and the several UnderwritersPurchasers, on the other hand, (b) in connection with the offering of the Securities contemplated hereby and the process leading thereto, to such transaction each Underwriter Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of or its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Purchaser has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder Company on other matters) and no Underwriter Purchaser has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholderCompany, and (e) the Underwriters Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities contemplated hereby and the Company and the Selling Stockholder have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. Schedule I DELAYED DELIVERY CONTRACT Dated: THE EMPIRE DISTRICT ELECTRIC COMPANY 600 Xxxxxx Xxxxxx Xxxxxx, Xxxxxxxx 00000 Attention: Ladies and Gentlemen: The undersigned hereby agrees to purchase from The Empire District Electric Company (the “Company”), and the Selling Stockholder Company agrees to sell to the undersigned, $___________________ principal amount of the Company’s [state title of issue] (the “Debt Securities”) offered by the Company’s Prospectus dated ________ and a Prospectus Supplement dated ________, receipt of copies of which is hereby waive acknowledged, at a purchase price of ___% of the principal amount thereof plus accrued interest and on the further terms and conditions set forth in this contract. The undersigned agrees to purchase such Debt Securities in the principal amounts and on the delivery dates (the “Delivery Dates”) set forth below: Delivery Date Principal Amount Plus Accrued Interest From: ________________ $_______________ ________________ ________________ $_______________ ________________ ________________ $_______________ ________________ Payment for the Debt Securities which the undersigned has agreed to purchase on each Delivery Date shall be made to the Company or its order by certified or bank cashier’s check in [same day or New York Clearing House funds] at ___________ (or at such other place as the undersigned and the Company shall agree) at [ ] [A.M./P.M.], New York City Time, on such Delivery Date upon issuance and delivery to the undersigned of the Debt Securities to be purchased by the undersigned on such Delivery Date in such authorized denominations and, unless otherwise provided herein, registered in such names as the undersigned may designate by written or telegraphic communications addressed to the Company not less than five full business days prior to such Delivery Date. The obligation of the Company to sell and deliver, and of the undersigned to take delivery of and make payment for, Debt Securities on each Delivery Date shall be subject to the conditions that (1) the purchase of Debt Securities to be made by the undersigned shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the undersigned is subject, (2) the sale of the Debt Securities by the Company pursuant to this contract shall not at the time of delivery be prohibited under the laws of any claims jurisdiction to which the Company is subject and (3) the Company shall have sold and delivered to the Purchasers such principal amount of the Purchased Debt Securities as is to be sold and delivered to them. In the event that Debt Securities are not sold to the undersigned because one of the foregoing conditions is not met, the Company shall not be liable to the undersigned for damages arising out of the transactions covered by this contract. Promptly after completion of the sale and delivery to the Purchasers, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by copies of the opinions of counsel for the Company delivered to the Purchasers. Failure to take delivery of and make payment for Debt Securities by any purchaser under any other Delayed Delivery Contract shall not relieve the undersigned of its obligations under this contract. The undersigned represents and warrants that (a) as of the date of this contract, the undersigned is not prohibited under the laws of the jurisdictions to which the undersigned is subject from purchasing the Debt Securities hereby agreed to be purchased and (b) the undersigned does not contemplate selling the Debt Securities which it has agreed to purchase hereunder prior to the Delivery Date therefore. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract shall be governed by and construed in accordance with the laws of the State of New York. This contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It is understood that the acceptance of any Delayed Delivery Contract is in the Company’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If the contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the Selling Stockholder undersigned when such counterpart is so signed. Yours very truly, __________________________________________ By: _______________________________________ __________________________________________ __________________________________________ Address Accepted, as of the date first above written The Empire District Electric Company By: ______________________________ PURCHASER — PLEASE COMPLETE AT TIME OF SIGNING The name and telephone and department of the representative of the Purchaser with whom details of delivery on the Delivery Date may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesbe discussed are as follows: (Please print.) Name Telephone No. (Including Area Code) Department

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Selling Stockholder or the Company, any of its subsidiaries or their respective stockholders, the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and each of the Company and the Selling Stockholder have has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling Stockholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Stockholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, Transaction Entities acknowledges and agrees that (a) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the initial public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between among the Company and the Selling StockholderTransaction Entities, on the one hand, and the several Underwriters, the several Forward Sellers and the several Forward Purchasers, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, the Forward Sellers or the Forward Purchasers, (b) in connection with the offering of the Securities Shares and the process leading thereto, each Underwriter of the Underwriters, the Forward Sellers and the Forward Purchasers is and has been acting solely as a principal and is not the agent or fiduciary of either of the Company, Transaction Entities or any of its subsidiaries or the Selling Stockholdertheir respective subsidiaries, or their respective stockholdersshareholders, unitholders, creditors, employees or any other party, (c) no Underwriter Underwriter, Forward Seller or Forward Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder Transaction Entities with respect to the offering of the Securities Shares or the process leading thereto (irrespective of whether such Underwriter Underwriter, such Forward Seller or such Forward Purchaser has advised or is currently advising either of the Company, Transaction Entities or any of its their respective subsidiaries or the Selling Stockholder on other matters) and no Underwriter none of the Underwriters, the Forward Sellers and the Forward Purchasers has any obligation to the Company or the Selling Stockholder Transaction Entities with respect to the offering of the Securities Shares except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriters, the Forward Sellers and the Forward Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each any of the Company and the Selling StockholderTransaction Entities, and (e) the Underwriters Underwriters, the Forward Sellers and the Forward Purchasers have not provided any business, legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities Shares and each of the Company and the Selling Stockholder have Transaction Entities has consulted their its own respective business, legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters, the Forward Sellers or the Forward Purchasers in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that action by the Company and Underwriters, the Selling Stockholder may have against Forward Sellers or the Underwriters Forward Purchasers with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company WhiteHorse Entities and the each Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company WhiteHorse Entities and the Selling StockholderStockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the CompanyWhiteHorse Entities, any of its subsidiaries Subsidiaries or the any Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company WhiteHorse Entities or the any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, WhiteHorse Entities or any of its subsidiaries the Subsidiaries or the any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company WhiteHorse Entities or the any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the WhiteHorse Entities and each of the Company and the Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and each of the Company WhiteHorse Entities and the each Selling Stockholder have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, 18.1 The Corporation hereby acknowledges and agrees that (a) the purchase and sale of the Securities Units pursuant to this Agreement, including the determination of the initial public offering price of the Securities Units and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderCorporation, on the one hand, and each of the several UnderwritersUnderwriters and any affiliate through which it may be acting, on the other hand, other; (b) in connection with the offering of the Securities each transaction contemplated hereby and the process leading thereto, to such transaction each Underwriter of the Underwriters is and has been acting solely as a principal and is not the as a financial advisor, agent or fiduciary of the CompanyCorporation or its affiliates, any of its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, creditors or employees or any other party, ; (c) the Corporation’s engagement of each of the Underwriters in connection with the Offering and the process leading up to the Offering is as independent contractors and not in any other capacity and no Underwriter has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of the Company or the Selling Stockholder Corporation with respect to the offering any of the Securities transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder Corporation on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder Corporation with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, ; (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities Offering and the Company and the Selling Stockholder have Corporation has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company ; and (e) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any entity or natural person. The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty in connection with the Securitiesduty.

No Advisory or Fiduciary Relationship. Each of the The Company and the Selling Stockholder, severally and not jointly, acknowledges and agrees that (ai) the purchase and sale of the Securities Forward Shares pursuant to this Agreement, including the determination of the initial public offering price of the Securities Forward Shares and any related discounts and commissions, is an are arm’s-length commercial transaction transactions between the Company and the Selling StockholderCompany, on the one hand, and the several Underwriters, the Forward Purchaser, the Forward Seller, on the other hand, (bii) in connection with the offering of the Securities contemplated hereby and the process leading theretoto such transaction each Underwriter, each Underwriter the Forward Purchaser and the Forward Seller is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of Company or its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (ciii) no Underwriter none of the Underwriters, the Forward Purchaser or the Forward Seller has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Underwriter, Forward Purchaser or Forward Seller has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder Company on other matters) and no Underwriter none of the Underwriters, the Forward Purchaser or the Forward Seller has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters Underwriters, the Forward Purchaser and the Forward Seller and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholderCompany, and (ev) none of Underwriters, the Underwriters have not Forward Purchaser or the Forward Seller has provided any legal, financial, accounting, regulatory or tax advice with respect to the offering of the Securities contemplated hereby and the Company and the Selling Stockholder have has consulted their its own respective legal, financial, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company parties hereto acknowledge and agree that the Underwriters, the Forward Purchaser and the Selling Stockholder hereby waive any claims that Forward Seller are not an agent of the Company for any purpose under this Agreement and the Selling Stockholder may have against Forward Sale Agreement including, for the Underwriters with respect avoidance of doubt, for any purpose related to any breach the representations and warranties of fiduciary duty the Company contained in connection with the SecuritiesSection 1 of this Agreement.

No Advisory or Fiduciary Relationship. Each of the Company Company, each Principal Shareholder and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Company, the Principal Shareholders and the Selling StockholderShareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities contemplated hereby and the process leading thereto, to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries Principal Shareholder or the any Selling StockholderShareholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, any Principal Shareholder or the any Selling Stockholder Shareholder with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries Principal Shareholder or the any Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company Company, any Principal Shareholder or the any Selling Stockholder Shareholder with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Company, each Principal Shareholder and the each Selling StockholderShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company, each of the Securities Principal Shareholders and the Company and each of the Selling Stockholder have Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderStockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and each of the Selling StockholderStockholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder Stockholders have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder Stockholders hereby waive any claims that the Company and the such Selling Stockholder Stockholders may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the The Company and the Selling Stockholder, severally and not jointly, acknowledges and agrees that (a) the each purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the initial public offering price prices of the Securities Shares, if any, and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderCompany, on the one hand, and the several Underwritersapplicable Agent, Forward Seller and Forward Purchaser on the other hand, (b) in connection with the offering of the Securities Agents, Forward Sellers and the process leading thereto, each Underwriter is Forward Purchasers have not assumed and has been acting solely as a principal and is will not the agent or fiduciary of the Company, assume any of its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder any of its subsidiaries or other affiliates with respect to the any offering of the Securities Shares or the process leading thereto (irrespective of whether such Underwriter the applicable Agent, Forward Seller or Forward Purchaser has advised or is currently advising the Company, Company or any of its subsidiaries or the Selling Stockholder other affiliates on other matters) and no Underwriter has or any other obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (dc) the Underwriters Agents, the Forward Sellers and the Forward Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each the Company, (d) none of the Company and activities of the Selling StockholderAgents, the Forward Sellers or the Forward Purchasers in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Agents, the Forward Sellers or the Forward Purchasers with respect to any entity or natural person, and (e) the Underwriters Agents, the Forward Sellers and the Forward Purchasers have not provided any legal, accounting, financial, regulatory or tax advice to the Company or any other person or entity with respect to the any offering of the Securities Shares pursuant to this Agreement and the Company and the Selling Stockholder have has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company and waives to the Selling Stockholder hereby waive full extent permitted by applicable law any claims that the Company and the Selling Stockholder it may have against the Underwriters with respect to any Agents, the Forward Sellers and the Forward Purchasers arising from an alleged breach of fiduciary duty in connection with the Securitiessale and distribution of the Shares.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholders, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling StockholderShareholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, Company or any of its subsidiaries or the any Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholderShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advices or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, Stockholders acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering purchase price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderStockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling StockholderStockholders, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder with respect to the offering of the Securities or the Concurrent Securities Repurchase except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Selling Stockholder have Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Securityholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderSecurityholders, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling Stockholder, Securityholder or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder Securityholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder Securityholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder Securityholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholderSecurityholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and the each Selling Stockholder have Securityholder has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the The Company and the Selling Stockholder, severally and not jointly, acknowledges and agrees that (a) the purchase and sale of the Securities Notes pursuant to this Agreement, including the determination of the initial public offering price of the Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderCompany, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities Notes and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholdersubsidiaries, or their respective its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities Notes or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, Company or any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities Notes except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholderCompany, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities Notes and the Company and the Selling Stockholder have has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach entity or natural person. If the foregoing correctly sets forth the understanding between the Company and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement between the Company and the Underwriters, severally. Very truly yours, PRUDENTIAL PLC By: /s/ Xxxx XxxxXxxxxxx Name: Xxxx XxxxXxxxxxx Title: Group Chief Financial Officer and Chief Operating Officer, and Director of fiduciary duty in connection with Prudential plc Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters. Representatives BOFA SECURITIES, INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title Xxxxxx Xxxxxxx SCHEDULE I Underwriter Principal Amount of Notes to be Purchased BofA Securities., Inc. $ 116,668,000 Credit Suisse Securities (USA) LLC $ 116,666,000 Xxxxxx Xxxxxxx & Co. LLC $ 116,666,000 Total $ 350,000,000 SCHEDULE II Filed Pursuant to Rule 433 Registration No. 333-244226 March 21, 2022 Prudential plc U.S.$350,000,000 3.625% Notes due 2032 PRICING TERM SHEET March 21, 2022 Issuer: Prudential plc (the ‘‘Issuer’’) Expected Issue Ratings*: A2 / A (Xxxxx’x / S&P) Ranking: Senior Unsecured Notes

No Advisory or Fiduciary Relationship. Each of the Company The Transaction Entities acknowledge and the Selling Stockholder, severally and not jointly, acknowledges and agrees agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderTransaction Entities, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the CompanyTransaction Entities, any of its their subsidiaries or the Selling Stockholder, or their respective stockholders, partners, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder Transaction Entities with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, Transaction Entities or any of its their subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder Transaction Entities with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholderTransaction Entities, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and the Selling Stockholder Transaction Entities have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent it they deemed appropriate. The Company appropriate and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company Transaction Entities and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between among the Company Transaction Entities and the Selling StockholderShareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter of the Underwriters is and has been acting solely as a principal and is not the agent or fiduciary of either of the Company, Transaction Entities or any of its their respective subsidiaries or the any Selling StockholderShareholder, or their respective stockholdersshareholders, unitholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Transaction Entities or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising either of the Company, Transaction Entities or any of its their respective subsidiaries or the any Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company Transaction Entities or the any Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each any of the Company and the Transaction Entities or any Selling StockholderShareholder, and (e) the Underwriters have not provided any business, legal, accounting, regulatory or tax advice with respect to the offering of the Securities and each of the Company Transaction Entities and the each Selling Stockholder have Shareholder has consulted their its own respective business, legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling Stockholder, or any of their respective stockholders, creditors, employees or any other party, (c) no the Underwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder on other matters) and no the Underwriter has does not have any obligation to the Company or the any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling Stockholder, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriter in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any claims that action by the Company and the Selling Stockholder may have against the Underwriters Underwriter with respect to any breach of fiduciary duty entity or natural person. Each Selling Stockholder further acknowledges and agrees that, although the Underwriter may provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the Securitiesoffering, the Underwriter is not making a recommendation to any Selling Stockholder to participate in the offering or sell any Securities at the purchase price, and nothing set forth in such disclosures or documentation is intended to suggest that the Underwriter is making such a recommendation.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase acquisition and issuance and allotment (in the case of the Company) or sale and transfer (in the case of the Selling Shareholders) of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling StockholderShareholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholderShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling StockholderShareholder, severally and not jointly, acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries the Subsidiaries or the any Selling StockholderShareholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries the Subsidiaries or the any Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and each of the Selling StockholderShareholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities Securities, and the Company and each of the Selling Stockholder Shareholders have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder Shareholders hereby waive any claims that the Company and the such Selling Stockholder Shareholders may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, FedEx acknowledges and agrees that that: (ai) the purchase and sale of the Securities Certificates and Guarantee pursuant to this Agreement, including the determination of the initial public offering price of the Securities Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderFedEx, on the one hand, and the several Underwriters, on the other hand, and the Company and FedEx are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (bii) in connection with the offering of the Securities each transaction contemplated hereby and the process leading theretoto such transaction, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholder, FedEx or their respective affiliates, stockholders, creditors, creditors or employees or any other party, ; (ciii) no Underwriter has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of the Company or the Selling Stockholder FedEx with respect to the offering any of the Securities transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries Company or the Selling Stockholder FedEx on other matters) and neither the Company nor FedEx shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Selling Stockholder FedEx with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, ; (dv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and FedEx and that the Selling Stockholderseveral Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated hereby; and (evi) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities contemplated hereby and the Company and the Selling Stockholder FedEx have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company Company, the BSPC, the Securities Trustee and the Selling Stockholder, severally and not jointly, Securities Sub-trustee acknowledges and agrees that (a) the purchase and sale of the International Securities pursuant to this Agreement, including the determination of the initial public offering price of the International Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Company, the BSPC, the Securities Trustee and the Selling StockholderSecurities Sub-trustee, on the one hand, and the several International Underwriters, on the other hand, (b) in connection with the offering of the Securities contemplated hereby and the process leading thereto, to such transaction each International Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, the BSPC, the Securities Trustee, the Securities Sub-trustee, or any of its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) no International Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, the BSPC, the Securities Trustee or the Selling Stockholder Securities Sub-trustee with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such International Underwriter has advised or is currently advising the Company, any of its subsidiaries the BSPC, the Securities Trustee or the Selling Stockholder Securities Sub-trustee on other matters) and no International Underwriter has any obligation to the Company Company, the BSPC, the Securities Trustee or the Selling Stockholder Securities Sub-trustee with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (d) the International Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Company, the BSPC, the Securities Trustee and the Selling StockholderSecurities Sub-trustee, and (e) the International Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company, the BSPC, the Securities Trustee and the Company and the Selling Stockholder Securities Sub-trustee have consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the The Company and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholder, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling StockholderShareholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholderShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Shareholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , (f) the information and transactions contemplated in this Agreement do not constitute an offer or a solicitation of an offer to transact in any securities or other financial instrument with any natural person, and (g) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company Company, AIG and the Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Company, AIG and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the any offering of the Securities contemplated by this Agreement and any Pricing Agreement and the process leading thereto, to any such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries AIG or the Selling Stockholder, or any of their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, AIG or the Selling Stockholder with respect to the any such offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries AIG or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company Company, AIG or the Selling Stockholder with respect to the such offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement and any relevant Pricing Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Company, AIG and the Selling Stockholder, (e) each of the Company, AIG and the Selling Stockholder agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, AIG or the Selling Stockholder, in connection with such transaction or the process leading thereto and (ef) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Securities and the Company Company, AIG and the Selling Stockholder have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company Company, the Selling Shareholder and the Selling Stockholder, severally and not jointly, Parent acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling StockholderShareholder or the Parent, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, the Selling Shareholder or the Selling Stockholder Parent with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries subsidiaries, the Selling Shareholder or the Selling Stockholder Parent on other matters) and no Underwriter has any obligation to the Company Company, the Selling Shareholder or the Selling Stockholder Parent with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Company, the Selling Shareholder and the Selling Stockholder, Parent and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company Company, the Selling Shareholder and the Selling Stockholder Parent have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the The Company and the Promoter Selling Stockholder, severally Shareholder acknowledge and not jointly, acknowledges and agrees agree that (a) the purchase and sale of the Securities Equity Shares pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissionsOffer Price, is an arm’sarms-length commercial transaction between the Company and the Promoter Selling Stockholder, Shareholder on the one hand, hand and the several Underwriters, Underwriters on the other handother, (b) in connection with the offering of the Securities Offer contemplated hereby and the process leading theretoto such transaction, each Underwriter is and has been acting solely (at arm’s length at all times) as a principal and is not the an agent or fiduciary of the Company, any of its subsidiaries or the Promoter Selling Stockholder, or Shareholderor their respective stockholdersAffiliates, shareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will shall assume an advisory or fiduciary responsibility in favor of the Company or the Promoter Selling Stockholder Shareholder with respect to the offering of the Securities Offer contemplated hereby or the process leading thereto (irrespective of whether such Underwriter or its Affiliate has advised or is currently advising the Company, Company or the Promoter Selling Shareholder or any of its subsidiaries or the Selling Stockholder their respective Affiliates on other matters) and no Underwriter has any obligation to the Company or the Promoter Selling Stockholder Shareholder with respect to the offering of the Securities Offer contemplated hereby except the obligations expressly set forth in this AgreementAgreement and the Engagement Letter, (d) each of the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and or the Promoter Selling Stockholder, Shareholder or any of their respective Affiliates and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, tax, technical or tax specialist advice with respect to the offering Offer contemplated hereby and each of the Securities and the Company and the Promoter Selling Stockholder Shareholder have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it is deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that Furthermore, the Company and the Promoter Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty Shareholder agree that they are solely responsible for making their own judgments in connection with the SecuritiesOffer (irrespective of whether any of the Underwriters has advised or is currently advising the Company or the Promoter Selling Shareholder on related or other matters).

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriter, (b) in connection with the offering of the Securities and the process leading thereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling StockholderShareholder, or their its respective stockholdersshareholders, creditors, employees or any other party, (c) no Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder Shareholder on other matters) and no the Underwriter has any no obligation to the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective affiliates its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholderShareholder, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Shareholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriter in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that action by the Company and the Selling Stockholder may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with the Securities.entity or natural person..

No Advisory or Fiduciary Relationship. Each of the The Company and the Selling Stockholder, severally and not jointly, acknowledges and agrees that (ai) the purchase and sale of the Securities Notes pursuant to this Agreement, including the determination of the initial public offering price of the Securities Notes and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company and the Selling StockholderCompany, on the one hand, and the several UnderwritersUnderwriter, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement, (bii) in connection with the offering of the Securities contemplated hereby and the process leading thereto, each to such transaction the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholder, or their respective stockholdersCompany's shareholders, creditors, employees or any other third party, (ciii) no the Underwriter has not assumed or nor will it assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder its subsidiaries with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company, any of Company or its subsidiaries or the Selling Stockholder on any other matters) and no the Underwriter has does not have any obligation to the Company or the Selling Stockholder its subsidiaries with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters Underwriter and their its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each the Company or its subsidiaries and the Underwriter does not have any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, (v) the Company and its subsidiaries waive, to the Selling Stockholderfullest extent permitted by law, any claims the Company may have against the Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Underwriter shall have no liability (whether direct or indirect) to the Company or its subsidiaries in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including shareholders, employees or creditors of the Company, and (evi) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities contemplated hereby and the Company and the Selling Stockholder have Bank consulted their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the The Company and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholders, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, the Operating LLC, any of its their respective subsidiaries or the any Selling StockholderShareholder, or its their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, the Operating LLC or any of its their respective subsidiaries or the any Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholderShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Shareholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company Company, the Guarantor and the Selling Stockholder, severally and not jointly, Securityholders acknowledges and agrees that (a) the purchase and sale of the Securities Notes pursuant to this Agreement, including the determination of the initial public offering price of the Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderSecurityholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities contemplated hereby and the process leading theretoto such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Selling Securityholders, the Company, any of its subsidiaries or the Selling StockholderGuarantor, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Selling Securityholders, the Company or the Selling Stockholder Guarantor with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the CompanySelling Securityholders, any of its subsidiaries the Company or the Selling Stockholder Guarantor on other matters) and no Underwriter has any obligation to the Selling Securityholders, the Company or the Selling Stockholder Guarantor with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Selling Securityholders, the Company and the Selling StockholderGuarantor, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Securities and Selling Securityholders, the Company and the Selling Stockholder have Guarantor has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company appropriate and (f) each of the Selling Stockholder hereby waive any claims that Securityholders, the Company and the Selling Stockholder Guarantor waives, to the fullest extent permitted by law, any claims it may have against the Underwriters with respect to any for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Selling Securityholders, the Company or the Guarantor in connection with respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the SecuritiesSelling Securityholders, the Company or the Guarantor, including its respective stockholders, creditors or employees.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling Stockholder, or their its respective stockholders, creditors, employees or any other party, (c) except, with respect to Xxxxxx Xxxxxxx, as otherwise set forth in any financial advisory engagement letter with the Selling Stockholders, no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder with respect to any aspect of the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreementagreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholder, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling StockholderShareholder, or their respective its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreementagreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholderShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and the Selling Stockholder have Shareholder has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the each Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling Stockholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, Company or any of its subsidiaries or the any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Stockholders has consulted their its own respective legal, accounting, regulatory financial, regulatory, and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and the Selling Stockholder have has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty entity or natural person. Moreover, the Selling Shareholder acknowledges and agrees that, although the Representative may be required or choose to provide the Selling Stockholder with certain Regulation Best Interest and Form CRS disclosures in connection with the Securitiesoffering, the Representative and the other Underwriters are not making a recommendation to the Selling Stockholder to participate in the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Representative or any Underwriter is making such a recommendation.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities contemplated hereby and the process leading thereto, to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Company or any of its subsidiaries or the Selling Stockholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, Company or any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities contemplated hereby and the Company and each of the Selling Stockholder have Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder Stockholders hereby waive any claims that the Company and or the Selling Stockholder Stockholders may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesthis offering.

No Advisory or Fiduciary Relationship. Each of the Company and the each Selling Stockholder, severally and not jointly, Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholderShareholder, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the any Selling StockholderShareholder, or their its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the any Selling Stockholder Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholder Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholderShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering of the Securities and the Company and each of the Selling Stockholder have Shareholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company , and (f) none of the Selling Stockholder hereby waive activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any claims that the Company and the Selling Stockholder may have against action by the Underwriters with respect to any breach of fiduciary duty in connection with the Securitiesentity or natural person.