Common use of No Fiduciary Relationship Clause in Contracts

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its managementthe directors, shareholdersofficers, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Manager is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are Manager is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Manager act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Manager may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Manager hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Manager agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Manager to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Manager with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Underwriter is acting solely as underwriters Underwriter in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters Underwriter act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters Underwriter may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Underwriter 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 Underwriters Underwriter to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters Underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Sales Agent is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are Sales Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Sales Agent act or be responsible as a fiduciary to the Company, Company or its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Sales Agent may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Sales Agent hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Sales Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Sales Agent to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company, nor shall the expression of such opinions or views constitute any solicitation of any action by the Sales Agent. The Company hereby (a) waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Sales Agent with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactionstransactions and (b) agrees that none of the activities of the Sales Agent in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Sales Agent with respect to any entity or natural person. The Company has consulted its own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s SecuritiesOffering. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesOffering, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Manager is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges and agrees that the Underwriters are Manager is acting pursuant to a contractual relationship created solely by this Agreement entered into on in the capacity of an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary contractual counterparty to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering offering of any Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, the Company or any other person. Additionally, the Manager is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering contemplated hereby or the process leading thereto, including any negotiation related thereto (irrespective of whether the Manager has advised or is advising the Company on other matters). The Manager advises that the Manager and its affiliates are engaged in a broad range of securities and financial services and that it or its affiliates may enter into contractual relationships with purchasers or potential purchasers of the Company’s securities and that some of these services or relationships may involve interests that differ from those of the Company and need not be disclosed to the pricing of the Securities; and the Company, unless otherwise required by law. The Company has consulted with its own legal advisors concerning such matters and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each shall be responsible for making their its own independent judgments with respect to any such transactionsinvestigation and appraisal of the transactions contemplated hereby, and that any opinions the Manager shall have no responsibility or views expressed by the Underwriters liability to the Company regarding such transactions, including but not limited to or any opinions or views other person with respect thereto. Any review by the Manager of the Company, the transactions contemplated hereby or other matters relating to the price or market such transactions will be performed solely for the Company’s securities, do benefit of the Manager and shall not constitute advice or recommendations to be on behalf of the Company. The Company hereby waives and releaseswaives, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters with respect to any Manager for breach of fiduciary duty or alleged breach of any fiduciary duty and agrees that the Manager shall have no liability (whether direct or similar duty indirect) to the Company 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 transactions contemplated by this Agreement Company, including stockholders, employees or any matters leading up to such transactionscreditors of the Company.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principals and not as the agents or fiduciaries of the Company and the Underwriters have not assumed and will not assume any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Manager each hereby acknowledges that the Underwriters are Sales Agent is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company and the Manager each further acknowledge acknowledges that the Underwriters are Sales Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Sales Agent act or be responsible as a fiduciary to the Company, its Company or the Manager or their management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Sales Agent may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Sales Agent hereby expressly disclaim disclaims any fiduciary or similar obligations to the CompanyCompany or the Manager, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Manager each hereby confirms its respective understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Manager and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Sales Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Sales Agent to the Company or the Manager regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyCompany or the Manager. The Company and the Manager each hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or the Manager may have against the Underwriters Sales Agent with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or the Manager in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s SecuritiesOffering. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesOffering, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for any of the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Western Gas Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Western Gas Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyPartnership Entities, its their management, shareholders, security holders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesUnits, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyPartnership Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions, and the Company each Western Gas Party hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Western Gas Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Partnership Entities regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyPartnership Entities. The Company Each Partnership Entity hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Partnership Entities in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters underwriters, and the QIU is acting solely as a “qualified independent underwriter” within the meaning of FINRA Rule 5121, in connection with the offering of the Company’s SecuritiesOffering. The Company further acknowledge acknowledges that the Underwriters and the QIU are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters or the QIU act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters or the QIU may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesOffering, either before or after the date hereof. The Underwriters and the QIU hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Underwriters and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters QIU 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 Underwriters or the QIU to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters or the QIU with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Western Gas Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Western Gas Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyPartnership Entities, its their management, shareholders, security holders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesNotes, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyPartnership Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions, and the Company each Western Gas Party hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Western Gas Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Partnership Entities regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyPartnership Entities. The Company Each Western Gas Party hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Partnership Entities in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions.

No Fiduciary Relationship. The Company Partnership hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Partnership further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyPartnership, its management, shareholders, unitholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the CompanyPartnership’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyPartnership, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Partnership hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Partnership and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Partnership regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyPartnership. The Company Partnership hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Partnership may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Partnership in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the offering process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities contemplated hereby. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering such purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Underwriter is acting solely as underwriters an underwriter in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Underwriter act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Underwriter may undertake or have has undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Underwriter agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Underwriter to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriter agree that the Underwriter is acting as principal and not the agent or fiduciary of the Company and the Underwriter has not assumed, and will not assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Manager is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s SecuritiesShares. The Company further acknowledge acknowledges that each of the Underwriters are Manager and the Forward Purchaser is acting pursuant to a contractual relationship created solely by this Agreement or any Terms Agreement entered into on an arm’s length basis and basis, and, in no event event, do the parties intend that the Underwriters Manager and the Forward Purchaser act or be responsible as a fiduciary fiduciaries to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Manager and the Forward Purchaser may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Each of the Manager and the Forward Purchaser hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Manager and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Forward Purchaser agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Manager or the Forward Purchaser to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Manager and the Forward Purchaser with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Operating Partnership hereby acknowledges acknowledge that the Underwriters are Manager is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company and the Operating Partnership further acknowledge that the Underwriters are Manager is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Manager act or be responsible as a fiduciary to the CompanyCompany and the Operating Partnership, its their management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Manager may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Manager hereby expressly disclaim disclaims any fiduciary or similar obligations to the CompanyCompany and the Operating Partnership, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Operating Partnership hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Manager agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Manager to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Operating Partnership hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company and the Operating Partnership may have against the Underwriters Manager with respect to any breach or alleged breach of any fiduciary or similar duty to the Company and the Operating Partnership in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Issuers hereby acknowledges acknowledge that the Underwriters Initial Purchasers are acting solely as underwriters initial purchasers in connection with the offering purchase and sale of the Company’s Securities. The Company Issuers further acknowledge that each of the Underwriters are Initial Purchasers is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters any Initial Purchaser act or be responsible as a fiduciary to the CompanyIssuers, its their management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters such Initial Purchaser may undertake or have has undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to the CompanyIssuers, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Issuers hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Issuers and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters each Initial Purchaser 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 Underwriters any Initial Purchaser to the Company Issuers regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securitiesSecurities, do not constitute advice or recommendations to the CompanyIssuers. The Company Issuers hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company such Issuers may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Issuers in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s 's Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm's-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s 's Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters Underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiescontemplated hereby. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiescontemplated hereby, either before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Public Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offeringoffering contemplated hereby. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Operating Partnership hereby acknowledges acknowledge that the Underwriters are each Agent is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company and the Operating Partnership further acknowledge that the Underwriters are each Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters any Agent act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters any Agent may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Each Agent hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, Company and the Operating Partnership either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Operating Partnership hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor Company, the Operating Partnership, and each of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters any Agent to the Company or the Operating Partnership regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyCompany or the Operating Partnership. The Company and the Operating Partnership hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or the Operating Partnership may have against the Underwriters any Agent with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or the Operating Partnership in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters Agents are acting solely as underwriters Agents in connection with the offering purchase and sale of the Company’s Securitiessecurities contemplated hereby. The Company further acknowledge acknowledges that the Underwriters Agents are acting pursuant to a contractual relationship created solely by this Agency Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Agents act or be responsible as a fiduciary to the Company, its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters Agents may undertake or have undertaken in furtherance of the offering such purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Agents hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agency Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Agents to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Agents agree that the Agents are acting as principal and not the fiduciary of the Company and no Agent has assumed, and no Agent will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Agent has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Agents with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agency Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Initial Purchaser is acting solely as underwriters initial purchaser in connection with the offering purchase and sale of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are Initial Purchaser is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Initial Purchaser act or be responsible as a fiduciary to the Company, its Company or their management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Initial Purchaser may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters Initial Purchaser hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Initial Purchaser agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Initial Purchaser to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesSecurities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that either of the Company may have against the Underwriters Initial Purchaser with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Quicksilver Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Quicksilver Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyQuicksilver Parties, its their management, shareholders, security holders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesUnits, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyQuicksilver Parties, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Quicksilver Parties hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Quicksilver Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Quicksilver Parties regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyQuicksilver Parties. The Company Quicksilver Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Quicksilver Parties may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Quicksilver Parties in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Guarantors hereby acknowledges acknowledge that the Underwriters Initial Purchasers are acting solely as underwriters initial purchasers in connection with the offering purchase and sale of the Company’s SecuritiesNotes. The Company further acknowledge acknowledges that the Underwriters Initial Purchasers are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Initial Purchasers act or be responsible as a fiduciary to the Company, its the Guarantors or their respective management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesNotes, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to the Companyobligations, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Guarantors hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters parties hereto agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Initial Purchasers to the Company or the Guarantors regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesNotes, do not constitute advice or recommendations to the CompanyCompany or the Guarantors. The Company and the Guarantors hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that either of the Company may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or the Guarantors in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are each Underwriter is acting solely as underwriters an underwriter in connection with the offering Offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering Offering of the Company’s Securities, either before or after the date hereof. The Underwriters Representative on its own behalf and on behalf of the Underwriters, hereby each expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms Company, the Representative on its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor own behalf and on behalf of the Company with respect to the Offering contemplated hereby or the process leading theretoUnderwriters, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Company, the Adviser and the Administrator hereby acknowledges acknowledge that the Underwriters are Manager is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company Company, the Adviser and the Administrator further acknowledge that the Underwriters are Manager is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Manager act or be responsible as a fiduciary to the Company, its the Adviser, the Administrator, their respective management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Manager may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Manager hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, the Adviser or the Administrator either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Company, the Adviser and the Administrator hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to Adviser, the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Administrator and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Manager agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Manager to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company, the Adviser and the Administrator. The Company Company, the Adviser and the Administrator hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company any of them may have against the Underwriters Manager with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Company, the Adviser or the Administrator in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering Offering by the Company of the Company’s Transaction Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Firm Securities or the Option Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its Company management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are each Manager is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges and agrees that each Manager is acting solely in the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on capacity of an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary contractual counterparty to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering offering of any Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, the Company or any other person. Additionally, each Manager is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering contemplated hereby or the process leading thereto, including any negotiation related thereto (irrespective of whether such Manager has advised or is advising the Company on other matters). Each Manager advises that such Manager and its affiliates are engaged in a broad range of securities and financial services and that it or its affiliates may enter into contractual relationships with purchasers or potential purchasers of the Company’s securities and that some of these services or relationships may involve interests that differ from those of the Company and need not be disclosed to the pricing of the Securities; and the Company, unless otherwise required by law. The Company has consulted with its own legal advisors concerning such matters and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each shall be responsible for making their its own independent judgments with respect to any such transactionsinvestigation and appraisal of the transactions contemplated hereby, and that any opinions each Manager shall have no responsibility or views expressed by the Underwriters liability to the Company regarding such transactions, including but not limited to or any opinions or views other person with respect thereto. Any review by each of the Managers of the Company, the transactions contemplated hereby or other matters relating to the price or market such transactions will be performed solely for the Company’s securities, do benefit of such Manager and shall not constitute advice or recommendations to be on behalf of the Company. The Company hereby waives and releaseswaives, to the fullest extent permitted by law, any claims that the Company it may have against any of the Underwriters with respect to any Managers for breach of fiduciary duty or alleged breach of any fiduciary duty and agrees that each of the Managers shall have no liability (whether direct or similar duty indirect) to the Company 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 transactions contemplated by this Agreement Company, including stockholders, employees or any matters leading up to such transactionscreditors of the Company.

No Fiduciary Relationship. The Company hereby acknowledges and agrees that each of the Underwriters are acting solely Placement Agents shall act as underwriters in connection an independent contractor, and not as a fiduciary, and any duties of the Placement Agents with respect to providing investment banking services to the Company, including the offering of the Company’s Securities. The Company further acknowledge that Securities contemplated hereby (including in connection with determining the Underwriters are acting pursuant to a terms of the Offering), shall be contractual relationship created in nature, as expressly set forth herein, and shall be owed solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company. Each party hereto disclaims any intention to impose any fiduciary or similar duty on any other party hereto. Additionally, its managementthe Placement Agents have not advised, shareholdersnor are advising, creditors the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in connection any jurisdiction with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations respect to the Company, either in connection with the transactions contemplated by this Agreement or any hereby. The Company shall consult with its own advisors concerning such matters leading up to such transactionsand shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Company hereby confirms its understanding and agreement Placement Agents shall have no responsibility or liability to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect thereto. Any review by the Placement Agents of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agents and has not been and shall not be performed on behalf of the Company or any other person. It is understood that the Placement Agents have not and will not be rendering an opinion to the Company as to the fairness of the terms of the Offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agents may have financial interests in the success of the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyPlacement Fee. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Placement Agents with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactionsduty.

No Fiduciary Relationship. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Sales Agent, the Company hereby acknowledges and agrees that (a) the Underwriters are offering and sale of the Placement Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Sales Agent,(b) the Sales Agent is acting solely as underwriters agent in connection with the public offering of the Company’s Securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis Placement Shares and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions each transaction contemplated by this Agreement or any matters and the process leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter Sales Agent has not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering offering contemplated hereby or the process leading thereto, including thereto (irrespective of whether the Sales Agent has advised or is currently advising the Company on other matters) or any negotiation related other obligation to the pricing Company except the obligations expressly set forth in this Agreement, (c) the Sales Agent and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Securities; Company and the Sales Agent has no obligation to disclose or account to the Company for any of such differing interests, and (d) the Company has consulted its own legal legal, tax, accounting and financial advisors to the extent it deemed appropriate, is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and has deemed appropriate not relied upon the Sales Agent or legal counsel for the Sales Agent for any legal, tax, accounting and financial advice in connection with this Agreement the offering and sale of the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyPlacement Shares. The Company hereby waives any claim, and releasesagrees that it will not claim, to the fullest extent permitted by law, any claims that the Company may Sales Agent or its affiliates have against the Underwriters with respect to any breach or alleged breach rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company Company, in connection with the transactions contemplated by sale of Placement Shares under this Agreement or the process leading thereto. The Company agrees that the Sales Agent and its affiliates shall not have any matters leading up liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such transactionsa fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesShares; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. Maxim Group LLC [ ], 2011

No Fiduciary Relationship. The Company Issuers hereby acknowledges acknowledge that the Underwriters Initial Purchasers are acting solely as underwriters initial purchasers in connection with the offering purchase and sale of the Company’s Securities. The Company Issuers further acknowledge that each of the Underwriters are Initial Purchasers is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters any Initial Purchaser act or be responsible as a fiduciary to the CompanyIssuers, its their management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters such Initial Purchaser may undertake or have has undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to the CompanyIssuers, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Issuers hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Issuers and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters each Initial Purchaser 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 Underwriters any Initial Purchaser to the Company Issuers regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securitiesSecurities, do not constitute advice or recommendations to the CompanyIssuers. The Company Issuers hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company such Issuers may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Issuers in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. If the foregoing Purchase Agreement correctly sets forth the understanding among the Issuers and the Initial Purchasers, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Issuers and the Initial Purchasers. BASIC ENERGY SERVICES, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President BASIC ENERGY SERVICES GP, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President BASIC ENERGY SERVICES LP, LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President BASIC ENERGY SERVICES L.P. By: BASIC ENERGY SERVICES GP, LLC its General Partner By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President FIRST ENERGY SERVICES COMPANY By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President BASIC ESA, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President BASIC MARINE SERVICES, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President CHAPARRAL SERVICE, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President XXXXXXXXX RENTAL TOOLS, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President OILWELL FRACTURING SERVICES, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President WILDHORSE SERVICES, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President XXXXX OIL FIELD SERVICE CO. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President GLOBE WELL SERVICE, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President SCH DISPOSAL, L.L.C. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President JS ACQUISITION LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President JETSTAR HOLDINGS, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President ACID SERVICES LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President JETSTAR ENERGY SERVICES, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President XXXXXX DRILLING CORP. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President PERMIAN PLAZA, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President XTERRA FISHING & RENTAL TOOLS CO. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President XXXXXX INDUSTRIES, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President PLATINUM PRESSURE SERVICES, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President ADMIRAL WELL SERVICE, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President Confirmed and accepted as of the date first above written XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXX FARGO SECURITIES LLC CAPITAL ONE SOUTHCOAST, INC. COMERICA SECURITIES, INC. By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Acting on behalf of itself and the several Initial Purchasers By: /s/ J. Xxx Xxxxxxxx Name: J. Xxx Xxxxxxxx Title: Managing Director Schedule I Aggregate Principal Amount of Securities to be Initial Purchasers Purchased Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 142,721,519 Xxxxx Fargo Securities, LLC 69,620,253 Capital One Southcoast, Inc. 41,772,152 Comerica Securities, Inc. 20,886,076 Total $ 275,000,000 Schedule II Jurisdiction of Subsidiary Organization Equity Holder and % Held by Each Basic Energy Services GP, LLC Delaware Basic Energy Services Inc. — 100% Basic Energy Services LP, LLC Delaware Basic Energy Services Inc. — 100% Basic Energy Services L.P. Delaware Basic Energy Services GP, LLC. — 0.01% Basic Energy Services LP, LLC — 99.99% Basic ESA, Inc. Texas Basic Energy Services Inc. — 100% Chaparral Service, Inc. New Mexico Basic Energy Services L.P. — 100% Basic Marine Services, Inc. Delaware Basic Energy Services L.P. — 100% First Energy Services Company Delaware Basic Energy Services L.P. — 100% Xxxxxxxxx Rental Tools, Inc. Oklahoma Basic Energy Services L.P. — 100% Oilwell Fracturing Services, Inc. Oklahoma Basic Energy Services L.P. — 100% Wildhorse Services, Inc. Oklahoma Basic Energy Services L.P. — 100% XxXxx Oil Field Service Co. Texas Basic Energy Services L.P. — 100% Globe Well Service, Inc. Texas Basic Energy Services L.P. — 100% SCH Disposal, L.L.C. Texas Basic Energy Services L.P. — 100% JS Acquisition LLC Delaware Basic Energy Services L.P. — 100% JetStar Holdings, Inc. Delaware JS Acquisition LLC — 100% Acid Services, LLC Kansas JS Acquisition LLC — 100% JetStar Energy Services, Inc. Texas JS Acquisition LLC — 100% Xxxxxx Drilling Corp. Texas Basic Energy Services L.P. — 100% Permian Plaza, LLC Texas Basic Energy Services L.P. — 100% Xterra Fishing & Rental Tools Co. Texas Basic Energy Services L.P. — 100% Jurisdiction of Subsidiary Organization Equity Holder and % Held by Each Xxxxxx Industries, LLC Texas Basic Energy Services L.P. — 100% Platinum Pressure Services, Inc. Texas Basic Energy Services L.P. — 100% Admiral Well Service, Inc. Texas Basic Energy Services L.P. — 100% Robota Energy Equipment, LLC** Delaware Basic Energy Services L.P. — 80% Basic Energy Services International, LLC** Delaware Basic Energy Services L.P. — 100% ESA de Mexico, S. de X.X. de C.V.** Mexico Basic Energy Services International, LLC — 99% Basic ESA, Inc. — 1% ** Will not be a Guarantor as of the Closing Date. Schedule III $275,000,000 7 3/4 Senior Notes due 2019 Pricing Term Sheet Pricing Term Sheet dated February 3, 2011 to the Preliminary Offering Memorandum dated February 1, 2011 of Basic Energy Services, Inc. (the “Preliminary Offering Memorandum”). This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum. The information in this Pricing Term Sheet supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used herein and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. Issuer Basic Energy Services, Inc. Aggregate Principal Amount $275,000,000 Maturity Date February 15, 2019 Coupon 7.750% Initial Price to Investors 100.000%, plus accrued interest, if any, from February 15, 2011 Net Proceeds (after expenses) $269,500,000 Yield to Maturity 7.750% Guarantors The notes will be guaranteed on a senior unsecured basis by all of the Issuer’s current and certain future material restricted subsidiaries that guarantee its other indebtedness. Title of Securities 7 3/4 Senior Notes due 2019 Issue Format Rule 144A/Regulation S Trade Date February 3, 2011 Settlement Date February 15, 2011 (T+8) We expect that delivery of the Notes will be made against payment therefore on or about February 15, 2011, which will be the seventh business day following the date of this Pricing Disclosure Package (this settlement cycle being referred to as “T+8”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date hereof or the next four succeeding trading days will be required, by virtue of the fact that the notes initially settle in T+8, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors. Interest Payment Dates Semi-annually in arrears on each February 15 and August 15, commencing on August 15, 2011. Optional Redemption On or after February 15, 2015, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on February 15 of the years indicated below: Year Price 2015 103.875 % 2016 101.938 % 2017 and thereafter 100.000 % Equity Clawback At any time before February 15, 2014, the Issuer may redeem up to 35% of the aggregate principal amount of the notes issued under the indenture with the net cash proceeds of one or more qualified equity offerings at a redemption price equal to 107.750% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to the date of redemption; provided that, at least 65% of the aggregate principal amount of the notes issued under the indenture remains outstanding immediately after the occurrence of such redemption and such redemption occurs within 90 days of the date of the closing of any such qualified equity offering. Initial Purchasers Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Fargo Securities, LLC Capital One Southcoast, Inc. Comerica Securities, Inc. Denominations $2,000 and integral multiples of $1,000 in excess thereof CUSIP/ISIN Numbers Rule 144A: 06985P AG5 / US06985PAG54 Regulation S: U06858 AD3 / USU06858AD32

No Fiduciary Relationship. The Company Partnership Entities hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Partnership Entities further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyPartnership Entities, its their management, shareholders, unitholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesUnits, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyPartnership Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Partnership Entities hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Partnership Entities and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Partnership Entities regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyPartnership Entities. The Company Partnership Entities hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Partnership Entities may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Partnership Entities in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters underwriters, and the QIU is acting solely as a “qualified independent underwriter” within the meaning of FINRA Rule 5121, in connection with the offering of the Company’s SecuritiesOffering. The Company further acknowledge acknowledges that the Underwriters and the QIU are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters or the QIU act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters or the QIU may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesOffering, either before or after the date hereof. The Underwriters and the QIU hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Underwriters and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters QIU 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 Underwriters or the QIU to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters or the QIU with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. If the foregoing correctly sets forth the understanding among the Underwriters, the QIU and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, CHARDAN NEXTECH ACQUISITION 2 CORP. By: Name: Title: Agreed to and accepted on the date first above written. CHARDAN CAPITAL MARKETS, LLC, as Representative of the several Underwriters By: Name: Title: [●], as Qualified Independent Underwriter By: Name: Title: [Signature Page of the Underwriting Agreement] SCHEDULE A CHARDAN NEXTECH ACQUISITION 2 CORP. Underwriter Number of Firm Units to be Purchased Chardan Capital Markets, LLC TOTAL 10,000,000 EXHIBIT A Form of Target Business Letter Chardan NexTech Acquisition 2 Corp. 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Jxxxx Xxxxxxxx, Chief Executive Officer Gentlemen: Reference is made to the Final Prospectus of Chardan NexTech Acquisition 2 Corp. (the “Company”), dated [●], 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established a “trust account”, initially in an amount of at least $101,500,000 for the benefit of the “public stockholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a business combination or other form of acquisition with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B Form of Vendor Letter Chardan NexTech Acquisition 2 Corp. 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Jxxxx Xxxxxxxx, Chief Executive Officer Gentlemen: Reference is made to the Final Prospectus of Chardan NexTech Acquisition 2 Corp. (the “Company”), dated [●], 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established a “trust account”, initially in an amount of at least $101,500,000 for the benefit of the “public stockholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time. For and in consideration of the Company agreeing to use the products or services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever. Print Name of Vendor Authorized Signature of Vendor

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters underwriters, and the QIU is acting solely as a “qualified independent underwriter” within the meaning of FINRA Rule 5121, in connection with the offering of the Company’s SecuritiesOffering. The Company further acknowledge acknowledges that the Underwriters and the QIU are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters or the QIU act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters or the QIU may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesOffering, either before or after the date hereof. The Underwriters and the QIU hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Underwriters and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters QIU 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 Underwriters or the QIU to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters or the QIU with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. If the foregoing correctly sets forth the understanding among the Underwriters, the QIU and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, GXXXXXXX HEALTHCARE ACQUISITIONS CORP. By: Name: Title: Agreed to and accepted on the date first above written. CHARDAN CAPITAL MARKETS, LLC, as Representative of the several Underwriters By: Name: Jxxxx Xxxxxxxx Title: President

No Fiduciary Relationship. The Company hereby acknowledges that each of the Underwriters are Managers is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s SecuritiesShares. The Company further acknowledge acknowledges that each of the Underwriters are Managers is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that either of the Underwriters act Managers acts or be is responsible as a fiduciary to the Company, its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters Managers may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesShares, either before or after the date hereof. The Underwriters Each of the Managers hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Managers agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by either of the Underwriters Managers to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against either of the Underwriters Managers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesShares; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters underwriters, and the QIU is acting solely as a “qualified independent underwriter” within the meaning of FINRA Rule 5121, in connection with the offering of the Company’s SecuritiesOffering. The Company further acknowledge acknowledges that the Underwriters and the QIU are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters or the QIU act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters or the QIU may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesOffering, either before or after the date hereof. The Underwriters and the QIU hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Underwriters and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters QIU 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 Underwriters or the QIU to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters or the QIU with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are each Selling Agent is acting solely as underwriters a Selling Agent in connection with the offering Offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters Selling Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters Selling Agents act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters Selling Agents may undertake or have undertaken in furtherance of the offering Offering of the Company’s Securities, either before or after the date hereof. The Underwriters Selling Agent on its own behalf and on behalf of the Selling Agents, hereby each expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms Company, the Selling Agent on its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor own behalf and on behalf of the Company with respect to the Offering contemplated hereby or the process leading theretoSelling Agents, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters Selling Agents to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Selling Agents with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Guarantors hereby acknowledges acknowledge that the Underwriters are Initial Purchaser is acting solely as underwriters initial purchaser in connection with the offering purchase and sale of the Company’s SecuritiesNotes. The Company further acknowledge acknowledges that the Underwriters are Initial Purchaser is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Initial Purchaser act or be responsible as a fiduciary to the Company, its the Guarantors or their respective management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Initial Purchaser may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesNotes, either before or after the date hereof. The Underwriters Initial Purchaser hereby expressly disclaim disclaims any fiduciary or similar obligations to the Companyobligations, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Guarantors hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters parties hereto agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Initial Purchaser to the Company or the Guarantors regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesNotes, do not constitute advice or recommendations to the CompanyCompany or the Guarantors. The Company and the Guarantors hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that either of the Company may have against the Underwriters Initial Purchaser with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or the Guarantors in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Partnership Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Partnership Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyWGP Entities, its their management, shareholders, security holders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesUnits, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyWGP Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions, and the Company each Partnership Party hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Partnership Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company WGP Entities regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyWGP Entities. The Company Each WGP Entity hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company WGP Entities in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors creditors, or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyCompany . The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s SecuritiesUnits. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm's-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesUnits, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are A.G.P./Alliance Global Partners is acting solely as underwriters the Underwriter in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters Underwriter act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters Underwriter may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Underwriter 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 Underwriters Underwriter to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters underwriters, and the QIU is acting solely as a “qualified independent underwriter” within the meaning of FINRA Rule 5121, in connection with the offering of the Company’s SecuritiesOffering. The Company further acknowledge acknowledges that the Underwriters and the QIU are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters or the QIU act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters or the QIU may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesOffering, either before or after the date hereof. The Underwriters and the QIU hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Underwriters and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters QIU 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 Underwriters or the QIU to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters or the QIU with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. If the foregoing correctly sets forth the understanding among the Underwriters, the QIU and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, CHARDAN NEXTECH ACQUISITION 2 CORP. By: Name: Title: Agreed to and accepted on the date first above written. CHARDAN CAPITAL MARKETS, LLC, as Representative of the several Underwriters By: Name: Title: [●], as Qualified Independent Underwriter By: Name: Title: [Signature Page of the Underwriting Agreement] SCHEDULE A CHARDAN NEXTECH ACQUISITION 2 CORP. Underwriter Number of Firm Units to be Purchased Chardan Capital Markets, LLC TOTAL 10,000,000 EXHIBIT A Form of Target Business Letter Chardan NexTech Acquisition 2 Corp. 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Jxxxx Xxxxxxxx, Chief Executive Officer Gentlemen: Reference is made to the Final Prospectus of Chardan NexTech Acquisition 2 Corp. (the “Company”), dated [●], 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established a “trust account”, initially in an amount of at least $100,000,000 for the benefit of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a business combination or other form of acquisition with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B Form of Vendor Letter Chardan NexTech Acquisition 2 Corp. 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Jxxxx Xxxxxxxx, Chief Executive Officer Gentlemen: Reference is made to the Final Prospectus of Chardan NexTech Acquisition 2 Corp. (the “Company”), dated [●], 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established a “trust account”, initially in an amount of at least $100,000,000 for the benefit of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time. For and in consideration of the Company agreeing to use the products or services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever. Print Name of Vendor Authorized Signature of Vendor

No Fiduciary Relationship. The Company Eagle Rock Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Eagle Rock Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyEagle Rock Parties, its their management, shareholders, security holders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesUnits, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyEagle Rock Parties, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Eagle Rock Parties hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Eagle Rock Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Eagle Rock Parties regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyEagle Rock Parties. The Company Eagle Rock Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Eagle Rock Parties may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Eagle Rock Parties in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securities's securities contemplated hereby. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s 's length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering such purchase and sale of the Company’s Securities's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Underwriter is acting solely as underwriters underwriter in connection with the offering of the Company’s SecuritiesOffering. The Company further acknowledge acknowledges that the Underwriters are Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters Underwriter act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters Underwriter may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesOffering, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Underwriter 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 Underwriters Underwriter to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges and agrees that the Underwriters are Placement Agent is acting solely as underwriters a placement agent in connection with the offering of the Company’s SecuritiesShares. The Company further acknowledge acknowledges that the Underwriters are Placement Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters Placement Agent act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters Placement Agent may undertake or have has undertaken in furtherance of the offering of the Company’s SecuritiesShares, either before or after the date hereof. The Underwriters Placement Agent hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The price of the Shares set forth in this Agreement was established by the Company hereby further confirms following discussions and arm’s-length negotiations with the Investors and the Placement Agent, 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. The Company has been advised that the Placement Agent and its understanding affiliates are engaged in a broad range of transactions which may involve interests that no Underwriter has assumed an advisory or fiduciary responsibility in favor differ from those of the Company with respect and that the Placement Agent has no obligation to disclose such interests and transactions to the Offering contemplated hereby Company by virtue of any fiduciary, advisory or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offeringagency relationship. The Company and the Underwriters Placement Agent 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Placement Agent with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactionstransactions and agrees that the Placement Agent shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim to any person asserting a fiduciary duty claim on behalf of the Company.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securitiesordinary shares; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters Initial Purchasers are acting solely as underwriters initial purchasers in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters Initial Purchasers are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Initial Purchasers act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesNotes in the manner contemplated by this Agreement, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations duty of loyalty or duty of care to the Company, either in connection with the transactions contemplated by this Agreement or any related matters leading up to such transactionsin connection with the negotiation, execution and delivery of this Agreement, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Initial Purchasers 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 Underwriters to the Company regarding such transactionsacknowledges that the Initial Purchasers have not provided any financial, including but not limited to any opinions legal, accounting, regulatory or views with respect to the price or market for the Company’s securities, do not constitute tax advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty of loyalty or duty of care to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Parent each hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company and the Parent each further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyCompany or the Parent, its their respective management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCompany or the Parent, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Parent each hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Parent and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company or the Parent regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyCompany or the Parent. The Company and the Parent each hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or the Parent may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or the Parent in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters Underwriter are acting solely as underwriters Underwriter in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters Underwriter are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters Underwriter act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters Underwriter may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no the Underwriter has have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Underwriter 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 Underwriters Underwriter to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s SecuritiesDepositary Shares. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesDepositary Shares, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for any of the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Each of the Transaction Entities Company hereby acknowledges that the Underwriters are acting solely as underwriters an underwriter in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company Transaction Entities further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Underwriting Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to either of the CompanyTransaction Entities, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have has undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyTransaction Entities, either in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions, and the Company Transaction Entities hereby confirms its their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Transaction Entities and the Underwriters 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 Underwriters to the Company Transaction Entities regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyTransaction Entities. The Company Transaction Entities hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Transaction Entities may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Transaction Entities in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company EAC Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company EAC Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyEAC Parties, its their management, shareholders, unitholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesUnits, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyEAC Parties, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company EAC Parties hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company EAC Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company EAC Parties regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyEAC Parties. The Company EAC Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company EAC Parties may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company EAC Parties in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are each Underwriter is acting solely as underwriters underwriter, and the QIU is acting solely as a “qualified independent underwriter” within the meaning of FINRA Rule 5121, in connection with the offering Offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters and the QIU are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters or the QIU act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters or the QIU may undertake or have undertaken in furtherance of the offering Offering of the Company’s Securities, either before or after the date hereof. The Underwriters Representative on its own behalf and on behalf of the Underwriters, and the QIU hereby each expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms Company, the Representative on its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor own behalf and on behalf of the Company with respect to the Offering contemplated hereby or the process leading theretoUnderwriters, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters QIU 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 Underwriters or the QIU to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters or the QIU with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering Offering by the Company of the Company’s Transaction Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s SecuritiesShares. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors creditors, or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesShares, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesShares; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s SecuritiesShares contemplated hereby. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering such purchase and sale of the Company’s SecuritiesShares, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesShares, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favour of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities's securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities's securities, either before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. Maxim Group LLC November __, 2009 Page 41 of 43

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering subscription for and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering subscription for and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Corporation hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s SecuritiesOffered Shares and Cobalt Contract Shares. The Company Corporation further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyCorporation, its management, shareholders, shareholders or creditors or any other person Person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesOffered Shares and Cobalt Contract Shares, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCorporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Corporation hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Corporation and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Corporation regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesOffered Shares and Cobalt Contract Shares, do not constitute advice or recommendations to the CompanyCorporation. The Company Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Corporation may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Corporation in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that each of the Underwriters are Managers is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s SecuritiesShares. The Company further acknowledge acknowledges that each of the Underwriters are Managers is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that either of the Underwriters act Managers acts or be is responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Managers may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesShares, either before or after the date hereof. The Underwriters Each of the Managers hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Managers agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by either of the Underwriters Managers to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against either of the Underwriters Managers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that each of the Underwriters are is acting solely as underwriters an underwriter in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Underwriting Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have has undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to Maxim Group LLC [Month Day], 2010 Page 39 of 44 the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company EAC Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securities. The Company EAC Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyEAC Parties, its their management, shareholdersstockholders, debtholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyEAC Parties, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company EAC Parties hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company EAC Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company EAC Parties regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyEAC Parties. The Company EAC Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company EAC Parties may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company EAC Parties in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Offered Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Underwriting Agreement entered into on an arm’s 's length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, shareholders or creditors or any other person Person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Offered Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesOffered Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters an underwriter in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding ; notwithstanding the foregoing, each Underwriter acknowledges solely for the purposes of compliance with Regulation FD promulgated under the Act (“Regulation FD”) that no Underwriter it is and has assumed been acting as a person who owes an advisory or fiduciary responsibility in favor obligation of the Company with respect confidentiality to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the OfferingCompany. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering Offering by the Company of the Company’s Transaction Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesFirm Units or the Option Units; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities's securities, either before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. Xxxx Capital Partners, LLC Xxxxxxxx Capital, Inc. [•], 2011

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are each Co-Placement Agent is acting solely as underwriters a placement agent in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are each Co-Placement Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters Co-Placement Agents act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters Co-Placement Agents may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Co-Placement Agents hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Co-Placement Agents 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 Underwriters Co-Placement Agents to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Co-Placement Agents with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Operating Partnership hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securities's securities. The Company and the Operating Partnership further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s 's length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyCompany or the Operating Partnership, its their management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securities's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCompany or the Operating Partnership, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Operating Partnership hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Operating Partnership and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the Company. The Company and the Operating Partnership hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or the Operating Partnership may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or the Operating Partnership in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Partnership and the General Partner each hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Partnership and the General Partner each further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyPartnership or the General Partner, its their respective management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the CompanyPartnership’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyPartnership or the General Partner, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Partnership and the General Partner each hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Partnership, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company General Partner and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Partnership or the General Partner regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyPartnership or the General Partner. The Company Partnership and the General Partner hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Partnership or the General Partner may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Partnership or the General Partner in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. Maxim Group LLC [•], 2010

No Fiduciary Relationship. The Company Issuers hereby acknowledges acknowledge that the Underwriters Initial Purchasers are acting solely as underwriters initial purchasers in connection with the offering purchase and sale of the Company’s Securities. The Company Issuers further acknowledge that each of the Underwriters are Initial Purchasers is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters any Initial Purchaser act or be responsible as a fiduciary to the CompanyIssuers, its their management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters such Initial Purchaser may undertake or have has undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to the CompanyIssuers, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Issuers hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Issuers and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters each Initial Purchaser 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 Underwriters any Initial Purchaser to the Company Issuers regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securitiesSecurities, do not constitute advice or recommendations to the CompanyIssuers. The Company Issuers hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company such Issuers may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Issuers in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. If the foregoing Purchase Agreement correctly sets forth the understanding among the Issuers and the Initial Purchasers, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Issuers and the Initial Purchasers. BASIC ENERGY SERVICES, INC. By: /s/ Kxxxxxx X. Xxxxxxx Name: Kxxxxxx X. Xxxxxxx Title: President and Chief Executive Officer FIRST ENERGY SERVICES COMPANY By: /s/ Kxxxxxx X. Xxxxxxx Name: Kxxxxxx X. Xxxxxxx Title: President H.B.& R., INC. By: /s/ Kxxxxxx X. Xxxxxxx Name: Kxxxxxx X. Xxxxxxx Title: President FESCO ALASKA, INC. By: /s/ Kxxxxxx X. Xxxxxxx Name: Kxxxxxx X. Xxxxxxx Title: President BASIC ENERGY SERVICES, L.P. By: BASIC ENERGY SERVICES GP, LLC, its General Partner By: /s/ Kxxxxxx X. Xxxxxxx Name: Kxxxxxx X. Xxxxxxx Title: President BASIC ENERGY SERVICES GP, LLC By: /s/ Kxxxxxx X. Xxxxxxx Name: Kxxxxxx X. Xxxxxxx Title: President BASIC ENERGY SERVICES LP, LLC By: /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: President BASIC ESA, INC. By: /s/ Kxxxxxx X. Xxxxxxx Name: Kxxxxxx X. Xxxxxxx Title: President WESTERN OIL WELL SERVICE CO. By: /s/ Kxxxxxx X. Xxxxxxx Name: Kxxxxxx X. Xxxxxxx Title: President BASIC MARINE SERVICES, INC. By: /s/ Kxxxxxx X. Xxxxxxx Name: Kxxxxxx X. Xxxxxxx Title: President ENERGY AIR DRILLING SERVICE CO. By: /s/ Kxxxxxx X. Xxxxxxx Name: Kxxxxxx X. Xxxxxxx Title: President R&R HOT OIL SERVICE INC. By: /s/ Kxxxxxx X. Xxxxxxx Name: Kxxxxxx X. Xxxxxxx Title: President OILWELL FRACTURING SERVICES, INC. By: /s/ Kxxxxxx X. Xxxxxxx Name: Kxxxxxx X. Xxxxxxx Title: President LXXXX OIL FIELD SERVICE CO. By: /s/ Kxxxxxx X. Xxxxxxx Name: Kxxxxxx X. Xxxxxxx Title: President Confirmed and accepted as of the date first above written: UBS SECURITIES LLC BANC OF AMERICA SECURITIES LLC LXXXXX BROTHERS INC. CREDIT SUISSE SECURITIES (USA) LLC GXXXXXX, SXXXX & CO. By: UBS SECURITIES LLC as Representative of the several Initial Purchasers By: /s/ Cxxxx Xxxxxxxx Name: Cxxxx Xxxxxxxx Title: Director By: /s/ Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Managing Director Schedule I Principal Amount of Initial Purchaser Notes to Be Purchased UBS Securities LLC $ 90,000,000 Banc of America Securities LLC 45,000,000 Lxxxxx Brothers Inc. 45,000,000 Credit Suisse Securities (USA) LLC 22,500,000 Gxxxxxx, Sxxxx & Co. 22,500,000 Total $ 225,000,000 Schedule II Jurisdiction Equity Holder and Subsidiary of Organization % Held by Each Basic Energy Services GP, LLC Delaware Basic Energy Services Inc. — 100% Basic Energy Services LP, LLC Delaware Basic Energy Services Inc. — 100% Basic Energy Services GP, LLC. — 0.01% Basic Energy Services L.P. Delaware Basic Energy Services LP, LLC — 99.99% Basic ESA, Inc.* Texas Basic Energy Services L.P. — 100% Energy Air Drilling Services Co., Inc.* Colorado Basic Energy Services L.P. — 100% R&R Hot Oil Service Inc.* North Dakota Basic Energy Services L.P. — 100% Basic Marine Services, Inc. Delaware Basic Energy Services L.P. — 100% First Energy Services Company Delaware Basic Energy Services L.P. — 100% Oilwell Fracturing Services, Inc. Oklahoma Basic Energy Services L.P. — 100% Western Oil Well Service Co.* Montana First Energy Services Company — 100% FESCO Alaska, Inc.* Alaska First Energy Services Company — 100% H.B.&R., Inc.* Montana FESCO Alaska — 100% LxXxx Oil Field Service Co. Texas Basic Energy Services Inc. — 100% * Not a “Significant Subsidiary” as defined in Rule 1-02(w) of Regulation S-X Exhibit A [FORM OF REGISTRATION RIGHTS AGREEMENT]

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters underwriters, and the QIU is acting solely as a “qualified independent underwriter” within the meaning of FINRA Rule 5121, in connection with the offering of the Company’s SecuritiesOffering. The Company further acknowledge acknowledges that the Underwriters and the QIU are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters or the QIU act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters or the QIU may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesOffering, either before or after the date hereof. The Underwriters and the QIU hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Underwriters and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters QIU 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 Underwriters or the QIU to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters or the QIU with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. If the foregoing correctly sets forth the understanding among the Underwriters, the QIU and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, VENTOUX CCM ACQUISITION CORP. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Executive Officer Agreed to and accepted on the date first above written. CHARDAN CAPITAL MARKETS, LLC, as Representative of the several Underwriters By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Member

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Underwriter is acting solely as underwriters underwriter in connection with the offering purchase and sale of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Underwriter act or be responsible as a fiduciary to the Company, Company or its respective management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Underwriter may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to either of the Companycompanies, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Underwriter agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Underwriter to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesSecurities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities's securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities's securities, either before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. Maxim Group LLC November __, 2009

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Offered Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Underwriting Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, Company its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Offered Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesOffered Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiescontemplated hereby. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiescontemplated hereby, either before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offeringoffering contemplated hereby. The Company and the Underwriters 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.