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 purchase and sale of the Company’s securities. The Company further 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, the directors, director nominees, officers, 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 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 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 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, 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 purchase and sale of the Company’s securities. The Company further 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, the directors, director nominees, officers, stockholders shareholders 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 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 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 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, 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 purchase and sale of the Company’s securities. The Company further 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, the directors, director nominees, officers, stockholders shareholders 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 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 and the Underwriters agree that (x) 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, and (y) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. 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, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. The Company has consulted its own legal, accounting, financial, regulatory and tax advisors to the extent appropriate.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company further 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, the directors, director nominees, officersits management, 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 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 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 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 full 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, advisory fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

No Fiduciary Relationship. The Company Holdings and each Selling Stockholder hereby acknowledges acknowledge that the Underwriters are Underwriter is acting solely as underwriters underwriter in connection with the purchase and sale of the Company’s Holdings’ securities. The Company Each of Holdings and each Selling Stockholder further 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 CompanyHoldings or any Selling Stockholder, the directorstheir respective management, director nominees, officers, stockholders shareholders or creditors of the Company or any other person in connection with any activity that the Underwriters Underwriter may undertake or have undertaken in furtherance of the purchase and sale of the Company’s Holdings’ securities, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the CompanyHoldings and any Selling Stockholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Holdings and each Selling Stockholder hereby confirms its confirm their understanding and agreement to that effect. The Company Holdings, each Selling Stockholder 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 Holdings or any Selling Stockholder regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company’s Holdings’ securities, do not constitute advice or recommendations to the CompanyHoldings or any Selling Stockholder. The Company Holdings, each Selling Stockholder and the Underwriters Underwriter agree that the Underwriters are Underwriter is acting as principal and not the agent or fiduciary of the Company, Holdings or any Selling Stockholder and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company Holdings or any Selling Stockholder with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any the Underwriter has advised or is currently advising the Company Holdings or any Selling Stockholder on other matters). The Company Holdings and each Selling Stockholder hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Holdings or any Selling Stockholder may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company Holdings or any Selling Stockholder 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 acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company Company, the Adviser and the Administrator each further acknowledges 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, the directors, director nominees, officersCompany management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters may undertake or have has undertaken in furtherance of the 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, 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 Company, the Adviser, the Administrator 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 Company, the Adviser or the Administrator 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 Adviser or the Administrator. The Company Company, the Adviser, the Administrator and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, the Adviser or the Administrator and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company Company, the Adviser or the Administrator 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 Company, the Adviser or the Administrator on other matters). The Company Company, the Adviser and the Administrator each hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Company, the Adviser or the Administrator may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory 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 each Manager is acting solely as underwriters sales agent and/or principal in connection with the purchase and sale of the Company’s securities. The Company further acknowledges and agrees that each Manager and each Forward Purchaser 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, contractual counterparty to the Company with respect to the offering of any Shares contemplated hereby (including in connection with determining the terms of the offering) and in no event do the parties intend that the Underwriters act or be responsible not as a financial advisor or a fiduciary to the Companyto, the directorsCompany or any other person. Additionally, director nominees, officers, stockholders or creditors of each Manager and Forward Purchaser is not advising the Company or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the 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 and the Underwriters agree that they are each responsible for making their own independent judgments with respect as to any such transactions and that legal, tax, investment, accounting or regulatory matters in any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, but not limited to, any opinions or views jurisdiction 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 offering contemplated hereby or the process leading thereto (irrespective of whether any Underwriter such Manager has advised or is currently advising the Company on other matters). Each Manager and each Forward Purchaser advises that such Manager, Forward Purchaser and their respective 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 Company, unless otherwise required by law. The Company has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and each Manager and each Forward Purchaser shall have no responsibility or liability to the Company or any other person with respect thereto. Any review by each of the Managers and Forward Purchasers of the Company, the transactions contemplated hereby waives or other matters relating to such transactions will be performed solely for the benefit of such Manager or such Forward Purchaser and releasesshall not be on behalf of the Company. The Company waives, 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 and Forward Purchasers for breach of fiduciary duty or alleged breach of any fiduciary, advisory fiduciary duty and agrees that each of the Managers and Forward Purchasers 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 and the Selling Stockholders each hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company and the Selling Stockholders each further acknowledges 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 CompanyCompany or any Selling Stockholder, the directors, director nominees, officerstheir respective management, 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 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 CompanyCompany or any Selling Stockholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Stockholders each hereby confirms its confirm their understanding and agreement to that effect. The Company Company, the Selling Stockholders 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 or any Selling Stockholder 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 or any Selling Stockholder. The Company and the Underwriters agree that the Underwriters are acting as principal Selling Stockholders each hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that the Company or any Selling Stockholder may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company or any Selling Stockholder in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Capitala Entities hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company Capitala Entities further acknowledges 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 any of the CompanyCapitala Entities, the directors, director nominees, officerstheir management, 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 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 CompanyCapitala Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Capitala Entities hereby confirms its confirm their understanding and agreement to that effect. The Company Capitala 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 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 Capitala Entities and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, 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 Capitala Entities hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Capitala Entities may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company Capitala Entities in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Crestwood Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the CompanyPartnership’s securities. The Company Crestwood Parties further acknowledges 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 CompanyCrestwood Parties, the directorstheir management, director nominees, officers, stockholders security holders 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 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 CompanyCrestwood Parties, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Crestwood Parties hereby confirms its confirm their understanding and agreement to that effect. The Company Crestwood Parties 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 Crestwood Parties regarding such transactions, including, but not limited 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 CompanyCrestwood Parties. The Company Crestwood Parties hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that the Company Crestwood Parties may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company Crestwood 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 purchase and sale of the Company’s securitiessecurities contemplated hereby. The Company further 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, the directorsits management, director nominees, officers, stockholders shareholders 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 such 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 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 and the Underwriters agree that the Underwriters are acting as principal and not the as an agent or fiduciary of the Company, Company and no Underwriter has assumed, and none of them no Underwriter will assume, any advisory responsibility in favor 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, 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 purchase and sale of the Company’s securitiesOffering. The Company further 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, the directorsits management, director nomineesshareholders, officers, 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 purchase and sale 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 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 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, advisory 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 Manager each hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company and the Manager each further acknowledges 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, the directorsManager, director nomineesthe management, officersthe Manager, stockholders shareholders or creditors of either the Company or the Manager or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the 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 CompanyCompany and 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 confirm their respective understanding and agreement to that effect. The Company Company, the Manager 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 or the Manager 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 or the Manager. The Company Company, the Manager and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, Company or the Manager and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company or the Manager 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 or the Manager on other matters). The Company and the Manager each hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or the Manager may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory 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 purchase and sale offering of the Company’s securitiesSecurities. The Company further acknowledges 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 Company, the directorsits management, director nomineesshareholders, officers, 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 purchase and sale 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 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 securitiesSecurities, 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, advisory 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 Oak Circle hereby acknowledges acknowledge that the Underwriters are Manager is acting solely as underwriters sales agent and/or principal in connection with the purchase and sale of the Company’s securities. The Company and Oak Circle further acknowledges 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, and in no event do the parties intend that the Underwriters Manager act or be responsible as a fiduciary to the CompanyCompany or Oak Circle, the directors, director nominees, officerstheir management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Manager may undertake or have undertaken in furtherance of the purchase and sale of the Company’s securities, either before or after the date hereof. The Underwriters Manager hereby expressly disclaim disclaims any fiduciary or similar obligations to the CompanyCompany and Oak Circle, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and Oak Circle hereby confirms its confirm their understanding and agreement to that effect. The Company Company, Oak Circle and the Underwriters Manager 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 Manager to the Company and Oak Circle 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 or Oak Circle. The Company and the Underwriters agree that the Underwriters are acting as principal Oak Circle hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that the Company or Oak Circle may have against the Underwriters Manager with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company or Oak Circle in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Each Capital Party hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the CompanyPartnership’s securities. The Company Each Capital Party further 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 CompanyCapital Parties, the directorstheir respective management, director nominees, officers, stockholders equityholders 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 purchase and sale of the CompanyPartnership’s securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCapital Parties, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company each Capital Party hereby confirms its understanding and agreement to that effect. The Company Capital Parties 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 Capital Parties regarding such transactions, including, but not limited 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 CompanyCapital Parties. The Company Capital Parties and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, Capital Parties and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company Capital Parties 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 Capital Parties on other matters). The Company Capital Parties have been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Capital Parties and that the Underwriters have no obligation to disclose such interests and transactions to the Capital Parties by virtue of any fiduciary, advisory or agency relationship or otherwise. Each Capital 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, advisory or similar duty to the Company Capital 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 Selling Stockholders each hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company and the Selling Stockholders each further acknowledges 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 CompanyCompany or any Selling Stockholder, the directors, director nominees, officerstheir respective management, 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 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 CompanyCompany or any Selling Stockholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Stockholders each hereby confirms its confirm their understanding and agreement to that effect. The Company Company, the Selling Stockholders 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 or any Selling Stockholder 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 or any Selling Stockholder. The Company Company, the Selling Stockholders and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, Company or any Selling Stockholder and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company or any Selling Stockholder 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 or any Selling Stockholder on other matters). The Company and the Selling Stockholders each hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or any Selling Stockholder may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company or any Selling Stockholder 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 purchase and sale of the Company’s securitiesNotes. The Company and the Guarantors further acknowledges acknowledge 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, and in no event do the parties intend that the Underwriters Initial Purchaser act or be responsible as a fiduciary to either the Company, the directors, director nominees, officersGuarantors or their respective management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Initial Purchaser may undertake or have undertaken in furtherance of the 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 either the CompanyCompany or the Guarantors, 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 Company, the Guarantors and the Underwriters 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 Initial Purchaser to the Company and the Guarantors regarding such transactions, including, but not limited 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 and the Guarantors. The Company and the Underwriters agree that the Underwriters are acting as principal Guarantors hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that either of the Company or the Guarantors may have against the Underwriters Initial Purchaser with respect to any breach or alleged breach of any fiduciary, advisory 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 each of the Underwriters are Sales Agent, the Forward Seller and the Forward Purchaser is acting solely as underwriters in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the purchase and sale terms of the Company’s securitiestransactions contemplated hereby or by the Master Forward Confirmation) and owes the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any. The Company further acknowledges that the Underwriters Sales Agent, the Forward Seller and the Forward Purchaser are acting pursuant to a contractual relationship created solely by this Agreement and the Master Forward Confirmation, each entered into on an arm’s length basis, and that the Sales Agent, the Forward Seller and the Forward Purchaser may have interests that differ from the Company, and in no event do the parties intend that the Underwriters Sales Agent, the Forward Seller or the Forward Purchaser act or be responsible as a fiduciary to the Company, the directors, director nominees, officersits management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Sales Agent, the Forward Seller and the Forward Purchaser may undertake or have undertaken in furtherance of the purchase and sale of the Company’s securities, either before or after the date hereof. The Underwriters Sales Agent, the Forward Seller 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 Agreement, the Master Forward Confirmation or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and each of the Underwriters Sales Agent, the Forward Seller and the Forward 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 Sales Agent, the Forward Seller or the Forward Purchaser, as the case may be, 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 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 Sales Agent, the Forward Seller and the Forward Purchaser with respect to any breach or alleged breach of any fiduciary, advisory 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 (i) the Underwriters are acting solely as underwriters in connection with the purchase and sale Offering of the Company’s securities. The Securities; (ii) the sale and issuance of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company further acknowledges that and the Underwriters; (iii) in connection therewith and with the process leading to the Offering, 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 principal and not as an agent or fiduciary to of the Company, the directors, director nominees, officersCompany or its management, 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 purchase and sale Offering of the Company’s securitiesSecurities, either before or after the date hereof; (iv) 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 negotiations related to the pricing of the Securities; and (v) 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 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 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 transactionstransaction, 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 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, advisory 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 between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. [Signatures follow on next page] Very truly yours, 2020 CHINACAP ACQUIRCO, INC. By: Name: Title: Accepted on the date first above written. XXXXXX XXXXXX & CO. INC., individually and in its capacity as Representative of the Underwriters listed on Schedule I hereto. By: Name: Title: SCHEDULE I 2020 CHINACAP ACQUIRCO, INC. 7,500,000 Units Underwriter -------------- Number of Firm Units to be Purchased ------------------- Xxxxxx Xxxxxx & Co. Inc. [ ] GunnAllen Financial [ ] Legend Merchant Group [ ] Maxim Group LLC [ ] EXHIBIT A FORM OF TARGET BUSINESS LETTER 2020 ChinaCap Acquirco, Inc. c/o Surfmax Corporation 000 Xxxxxx Xxxx Xxxx Xxxx Xxxxxxxxxxx, XX 00000 Gentlemen: Reference is made to the Prospectus of 2020 ChinaCap Acquirco, Inc., a Delaware corporation (the “Company”) dated , 2007 (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 the Trust Account, initially in the amount of at least $ for the benefit of the Public Stockholders and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event of the redemption of their shares or the dissolution and liquidation of the Company or (ii) to the Company and the Underwriters after it consummates a Business Combination. For, and in consideration of, the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination 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 (each, a “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 reasons whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B FORM OF VENDOR LETTER 2020 ChinaCap Acquirco, Inc. c/o Surfmax Corporation 000 Xxxxxx Xxxx Xxxx Xxxx Xxxxxxxxxxx, XX 00000 Gentlemen: Reference is made to the Prospectus of 2020 ChinaCap Acquirco, Inc., a Delaware corporation (the “Company”) dated , 2007 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in the amount of at least $ for the benefit of the Public Stockholders and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholder in the event of the redemption of their shares or the dissolution and liquidation of the Company or (ii) to the Company and the Underwriters after it consummates a Business Combination. For, and in consideration of, the Company agreeing to use the 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 (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Vendor

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company further 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, the directors, director nominees, officersor its management, 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 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 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 and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, 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, 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 Selling Stockholders each hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company and the Selling Stockholders each further 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 CompanyCompany or any Selling Stockholder, the directors, director nominees, officerstheir respective management, 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 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 CompanyCompany or any Selling Stockholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Stockholders each hereby confirms its understanding and agreement to that effect. The Company Company, the Selling Stockholders 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 or any Selling Stockholder 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 or any Selling Stockholder. 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 Selling Stockholders each hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or any Selling Stockholder may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company or any Selling Stockholder in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and each of the Selling Stockholders hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale offering of the Company’s securities. The Company and each of the Selling Stockholders further acknowledges 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 Company, its management, shareholders, creditors, the directors, director nominees, officers, stockholders or creditors of the Company Selling Stockholders or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale 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 CompanyCompany and the Selling Stockholders, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and each of the Selling Stockholders hereby confirms its understanding and agreement to that effect. The Company and each of the Selling Stockholders hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or any of the Selling Stockholders with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Shares; and the Company and each of the Selling Stockholders 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 each of the Selling Stockholders 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 or any of the Selling Stockholders 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 CompanyCompany or any of the Selling Stockholders. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary each 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 Selling Stockholders hereby waives and releases, to the fullest extent permitted by law, any claims that the Company they may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company or any of the Selling Stockholders 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 purchase and sale offering of the Company’s securities. The Company further 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 length basis, basis and in no event do the parties intend that the Underwriters Placement Agent act or be responsible as a fiduciary to the Company, the directorsits management, director nomineesstockholders, officers, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Placement Agent may undertake or have has undertaken in furtherance of the purchase and sale offering of the Company’s securities, 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 Securities set forth in this Agreement was established by the Company following discussions and arms-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 affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Placement Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency 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 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 Placement Agent with respect to any breach or alleged breach of any fiduciary, advisory 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 Marathon Parties each hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the CompanyPartnership’s securities. The Company Marathon Parties each further acknowledges 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 Companyany Marathon Party, the directorsits management, director nominees, officers, stockholders securityholders or creditors of the Company or any other person in connection with any activity that the Underwriters may undertake or have has undertaken in furtherance of the purchase and sale of the CompanyPartnership’s securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyMarathon Parties, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and each of the Company Marathon Parties hereby confirms its understanding and agreement to that effect. The Company Marathon Parties 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 Marathon Parties regarding such transactions, including, but not limited 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 CompanyMarathon Parties. The Company Marathon Parties and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the CompanyMarathon Parties, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company Marathon Parties with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising any of the Company on other matters)Marathon Parties. The Company Each of the Marathon Parties hereby waives and releases, to the fullest extent permitted by law, any claims that the Company such Marathon Party may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company such Marathon Party 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 Selling Unitholders hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securitiesUnits. The Company Partnership and the Selling Unitholders further acknowledges 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 CompanyPartnership, the directorsSelling Unitholders, director nomineestheir respective management, officers, stockholders security holders 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 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 and the Selling Unitholders, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Partnership and each of the Selling Unitholders hereby confirms confirm its understanding and agreement to that effect. The Company Partnership, the Selling Unitholders 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 Partnership and the Selling Unitholders regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company’s securitiesUnits, do not constitute advice or recommendations to the CompanyPartnership or the Selling Unitholders. The Company Partnership and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary each of the Company, Selling Unitholders hereby waive 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 releasesrelease, to the fullest extent permitted by lawLaw, any claims that the Company Partnership or such Selling Unitholder may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company Partnership or such Selling Unitholder in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Partnership hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the CompanyPartnership’s securities. The Company Partnership further 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 CompanyPartnership, the directors, director nominees, officersits management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters may undertake or have has undertaken in furtherance of the purchase and sale of the CompanyPartnership’s securities, 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 Partnership 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 Partnership regarding such transactions, including, but not limited 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 and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, Partnership and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company Partnership 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 Partnership on other matters). 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, advisory 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 Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company Parties further acknowledges 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 CompanyCompany Parties, the directorstheir respective management, director nominees, officers, stockholders shareholders 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 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 Parties hereby confirms its confirm their understanding and agreement to that effect. The Company Parties 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 Parties 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 Parties. The Company Parties and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the CompanyCompany Parties, 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 Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Parties may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company 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 Selling Stockholders each hereby acknowledges acknowledge that the Underwriters are Underwriter is acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company and the Selling Stockholders each further acknowledges acknowledge 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 act Underwriter acts or be is responsible as a fiduciary to the CompanyCompany or any Selling Stockholder, the directors, director nominees, officerstheir respective management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Underwriter may undertake or have undertaken in furtherance of the 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 the CompanyCompany or any Selling Stockholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Stockholders each hereby confirms its confirm their understanding and agreement to that effect. The Company Company, the Selling Stockholders 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 or any Selling Stockholder 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 or any Selling Stockholder. The Company and the Underwriters agree that the Underwriters are acting as principal Selling Stockholders each hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that the Company or any Selling Stockholder may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company or any Selling Stockholder in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Transaction Entities each hereby acknowledges acknowledge that the Underwriters are Underwriter is acting solely as underwriters the underwriter in connection with the purchase and sale of the Company’s securities. The Company Transaction Entities each further acknowledges acknowledge 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 CompanyTransaction Entities, the directorstheir respective management, director nomineesstockholders, officers, stockholders unitholders or creditors of the Company or any other person in connection with any activity that the Underwriters Underwriter may undertake or have undertaken in furtherance of the 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 the CompanyTransaction Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Transaction Entities each hereby confirms its confirm their understanding and agreement to that effect. The Company Transaction Entities 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 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 and the Underwriters Underwriter agree that the Underwriters are Underwriter is acting as principal and not the agent or fiduciary of the CompanyTransaction Entities, and no the Underwriter has not assumed, and none of them will not assume, any advisory responsibility in favor of the Company Transaction Entities with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any the Underwriter has advised or is currently advising the Company Transaction Entities on other matters). The Company Transaction Entities each hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Transaction Entities may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company Transaction Entities 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 acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company and the Manager each further acknowledges 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, the directorsManager, director nomineesthe management, officers, stockholders shareholders or creditors of either the Company or the Manager or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the 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 CompanyCompany and 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 confirm their respective understanding and agreement to that effect. The Company Company, the Manager 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 or the Manager 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 or the Manager. The Company Company, the Manager and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, Company or the Manager and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company or the Manager 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 or the Manager on other matters). The Company and the Manager each hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or the Manager may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory 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 purchase and sale of the Company’s securitiessecurities contemplated hereby. The Company further 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, the directorsits respective management, director nominees, officers, stockholders shareholders 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 such 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 respective understanding and agreement to that effect. 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 and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, Company and no Underwriter has assumed, and none of them 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, 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 Selling Stockholders each hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company and the Selling Stockholders each further acknowledges 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 CompanyCompany or any Selling Stockholder, the directors, director nominees, officerstheir respective management, 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 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 CompanyCompany or any Selling Stockholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Stockholders each hereby confirms its confirm their understanding and agreement to that effect. The Company Company, the Selling Stockholders 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 or any Selling Stockholder 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 or any Selling Stockholder. The Company Company, the Selling Stockholders and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, Company and the Selling Stockholders and no Underwriter has assumed, and none of them no Underwriter will assume, any advisory responsibility in favor of the Company or any Selling Stockholder 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 or any Selling Stockholder on other matters). The Company and the Selling Stockholders each hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or any Selling Stockholder may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company or any Selling Stockholder 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 purchase and sale of the Company’s securities. The Company further 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, and in no event do the parties intend that the Underwriters Initial Purchasers act or be responsible as a fiduciary to the Company, the directors, director nominees, officersits management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the 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 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 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 Initial Purchasers 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 and the Underwriters Initial Purchasers agree that the Underwriters Initial Purchasers are acting as principal and not the agent or fiduciary of the Company, Company and no Underwriter Initial Purchaser has assumed, and none of them no Initial Purchaser 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 Initial Purchaser 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 Initial Purchasers with respect to any breach or alleged breach of any 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 Selling Stockholders each hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company and the Selling Stockholders each further acknowledges 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 CompanyCompany or any Selling Stockholder, the directorstheir respective management, director nomineespartners, officersmembers, 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 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 CompanyCompany or any Selling Stockholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Stockholders each hereby confirms its confirm their understanding and agreement to that effect. The Company Company, the Selling Stockholders 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 or any Selling Stockholder 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 or any Selling Stockholder. The Company Company, the Selling Stockholders and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, Company or any Selling Stockholder and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company or any Selling Stockholder 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 or any Selling Stockholder on other matters). The Company and the Selling Stockholders each hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or any Selling Stockholder may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company or any Selling Stockholder 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 each Initial Purchaser is acting solely as underwriters initial purchaser in connection with the purchase and sale of the Company’s securitiesSecurities. The Company and the Guarantors further acknowledges acknowledge that the Underwriters are each Initial Purchaser 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 Initial Purchasers act or be responsible as a fiduciary to either the Company, the directors, director nominees, officersGuarantors or their respective management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the purchase and sale of the Company’s securitiesSecurities, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to either the CompanyCompany or the Guarantors, 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 Company, the Guarantors 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 Initial Purchasers to the Company and the Guarantors 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 CompanyCompany and the Guarantors. The Company and the Underwriters agree that the Underwriters are acting as principal Guarantors hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that either of the Company or the Guarantors may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary, advisory 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 purchase and sale of the CompanyPartnership’s securitiesCommon Units. The Company Partnership Parties further acknowledges 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 CompanyPartnership Parties, the directorstheir respective management, director nomineespartners, officers, stockholders members 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 purchase and sale of the CompanyPartnership’s securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyPartnership Parties, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Partnership Parties hereby confirms its confirm their understanding and agreement to that effect. 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 and that any opinions or views expressed by the Underwriters to the Company Partnership Parties regarding such transactions, including, but not limited 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 Parties. The Company Partnership Parties and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the CompanyPartnership Parties, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company Partnership Parties 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 Partnership Parties on other matters). The Company Partnership Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Partnership Parties may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company Partnership Parties in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Capital Parties each hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the CompanyPartnership’s securities. The Company Capital Parties further acknowledges 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 CompanyCapital Parties, the directorstheir respective management, director nominees, officers, stockholders equityholders 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 purchase and sale of the CompanyPartnership’s securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCapital Parties, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Capital Parties each hereby confirms its confirm their understanding and agreement to that effect. The Company Capital Parties 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 Capital Parties regarding such transactions, including, but not limited 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 CompanyCapital Parties. The Company Capital Parties and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, Capital Parties and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company Capital Parties 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 Capital Parties on other matters). The Company Capital Parties each hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company they may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company Capital 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 Agent is acting solely as underwriters agent in connection with the purchase and sale of the Company’s securitiesOffering contemplated hereby. The Company further acknowledges that the Underwriters are 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 Agent act or be responsible as a fiduciary to the Company, the directorsits management, director nominees, officers, stockholders shareholders or creditors of the Company or any other person in connection with any activity that the Underwriters Agent may undertake or have undertaken in furtherance of the purchase and sale of the Company’s securitiesOffering, either before or after the date hereof. The Underwriters 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 and the Underwriters 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 Agent 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 and the Underwriters Agent agree that the Underwriters are Agent is acting as principal agent and not the agent or a fiduciary of the Company, Company and no Underwriter the Agent has not assumed, and none of them nor will assume, any advisory responsibility in favor favour of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter the 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 Agent with respect to any breach or alleged breach of any 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 Partnership Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securitiesUnits. The Company Partnership Parties further acknowledges 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 CompanyPartnership Parties, the directorstheir respective management, director nomineespartners, officers, stockholders members 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 purchase and sale of the CompanyPartnership’s securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyPartnership Parties, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Partnership Parties hereby confirms its confirm their understanding and agreement to that effect. 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 and that any opinions or views expressed by the Underwriters to the Company Partnership Parties regarding such transactions, including, but not limited 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 Parties. The Company Partnership Parties and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the CompanyPartnership Parties, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company Partnership Parties 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 Partnership Parties on other matters). The Company Partnership Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Partnership Parties may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company Partnership Parties in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Company, the Investment Adviser and the Administrator hereby acknowledges acknowledge and agree that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securitiessecurities contemplated hereby. The Company Company, the Investment Adviser and the Administrator further acknowledges acknowledge and agree 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, the directorsits management, director nominees, officers, stockholders shareholders 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 such 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, the Investment 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 Investment Adviser and the Administrator hereby confirms its confirm their understanding and agreement to that effect. The Company Company, the Investment Adviser, the Administrator 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 Company, the Investment Adviser or the Administrator 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 Investment Adviser or the Administrator. The Company Company, the Investment Adviser, the Administrator and the Underwriters agree that the Underwriters are each Underwriter is acting solely as principal and is not the agent or fiduciary of the Company, the Investment Adviser or the Administrator and no Underwriter has assumed, and none of them no Underwriter will assume, any advisory or fiduciary responsibility in favor of the Company Company, the Investment Adviser or the Administrator 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 Company, the Investment Adviser or the Administrator on other matters). The Company Company, the Investment Adviser and the Administrator acknowledge and agree that the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated hereby waives and releaseseach of the Company, the Investment Adviser and the Administrator have consulted its own respective legal, accounting, regulatory, and tax advisors to the extent it deemed appropriate. The Company, the Investment Adviser and the Administrator hereby waive and release, to the fullest extent permitted by law, any claims that the Company Company, the Investment Adviser or the Administrator may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company Company, the Investment 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 Each of the Fund Entities acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the CompanyFund’s securitiessecurities contemplated hereby. The Company Each of the Fund Entities further 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 hereto intend that the Underwriters act or be responsible as a fiduciary to either of the CompanyFund Entities, the directorsits management, director nomineesunitholders, officers, stockholders shareholders 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 such purchase and sale of the CompanyFund’s securities, either before or after the date hereofof this Agreement. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to either of the CompanyFund Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and each of the Company Fund Entities hereby confirms its understanding and agreement to that effect. The Company Fund Entities and the Underwriters agree that they are each responsible for making their own independent judgments judgements with respect to any such transactions and that any opinions or views expressed by the Underwriters to either of the Company Fund Entities regarding such transactions, including, but not limited to, including any opinions or views with respect to the price or market for the CompanyFund’s securities, do not constitute advice or recommendations to either of the CompanyFund Entities. The Company Fund Entities and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of either of the Company, Fund Entities and no Underwriter has assumed, and none of them no Underwriter will assume, any advisory responsibility in favor favour of either of the Company Fund Entities with respect to the transactions contemplated hereby or the process leading thereto (thereto, irrespective of whether any Underwriter has advised or is currently advising either of the Company Fund Entities on other matters). The Company Each of the Fund Entities hereby waives and releases, to the fullest extent permitted by lawApplicable Law, any claims that either of the Company Fund Entities may have against any of the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to either of the Company Fund Entities in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Selling Stockholders each hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s 's securities. The Company and the Selling Stockholders each further acknowledges 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, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyCompany or any Selling Stockholder, the directors, director nominees, officerstheir respective management, 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 purchase and sale 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 CompanyCompany or any Selling Stockholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Stockholders each hereby confirms its confirm their understanding and agreement to that effect. The Company Company, the Selling Stockholders 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 or any Selling Stockholder 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 CompanyCompany or any Selling Stockholder. The Company and the Underwriters agree that the Underwriters are acting as principal Selling Stockholders each hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that the Company or any Selling Stockholder may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company or any Selling Stockholder 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 purchase and sale of the Company’s securities. The Company further 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, the directors, director nominees, officersits management, 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 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 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 Company, and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, 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, 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 and the Selling Unitholder hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securitiesUnits. The Company Western Gas Parties and the Selling Unitholder further acknowledges 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 CompanyPartnership Entities the Selling Unitholder, the directorstheir management, director nominees, officers, stockholders security holders 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 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 and the Selling Unitholder, either in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions, and each Western Gas Party and the Company Selling Unitholder hereby confirms its understanding and agreement to that effect. The Company Western Gas Parties, the Selling Unitholder 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 Partnership Entities and the Selling Unitholder regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company’s securitiesUnits, do not constitute advice or recommendations to the CompanyPartnership Entities or the Selling Unitholder. The Company Each Partnership Entity 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 Selling Unitholder 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, advisory fiduciary or similar duty to the Company Partnership Entities or the Selling Unitholder in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions.

No Fiduciary Relationship. The Company Partnership Parties and the Selling Unitholders hereby acknowledges acknowledge that the Underwriters are Underwriter is acting solely as underwriters an underwriter in connection with the purchase and sale of the Company’s securitiesUnits. The Company Partnership Parties and the Selling Unitholders further acknowledges acknowledge 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 CompanyPartnership Parties or the Selling Unitholders, the directorstheir respective management, director nomineespartners, officers, stockholders members or creditors of the Company or any other person in connection with any activity that the Underwriters Underwriter may undertake or have undertaken in furtherance of the purchase and sale of the CompanyPartnership’s securities, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the CompanyPartnership Parties or the Selling Unitholders, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Partnership Parties and the Selling Unitholders hereby confirms its confirm their understanding and agreement to that effect. The Company Partnership Parties, the Selling Unitholders 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 Partnership Parties or the Selling Unitholders regarding such transactions, including, but not limited 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 Parties or the Selling Unitholders. The Company Partnership Parties, the Selling Unitholders and the Underwriters Underwriter agree that the Underwriters are Underwriter is acting as principal and not the agent or fiduciary of the CompanyPartnership Parties or the Selling Unitholders, and no the Underwriter has assumed, and none of them will assume, not assumed any advisory responsibility in favor of the Company Partnership Parties or the Selling Unitholders with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any the Underwriter has advised or is currently advising the Company Partnership Parties or the Selling Unitholders on other matters). The Company Partnership Parties and the Selling Unitholders hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Partnership Parties or the Selling Unitholders may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company Partnership Parties or the Selling Unitholders in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Selling Shareholders hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale offering of the Company’s securitiesSecurities. The Company and the Selling Shareholders further acknowledges 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 Company, its management, shareholders, creditors, the directors, director nominees, officers, stockholders or creditors of the Company Selling Shareholders or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale 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 CompanyCompany and the Selling Shareholders, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Shareholders hereby confirms its their understanding and agreement to that effect. The Company and the Selling Shareholders hereby further confirms their understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company and the Selling Shareholders 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 and the Selling Shareholders have consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company, the Selling Shareholders 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 and the Selling Shareholders 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 and the Selling Shareholders. The Company and the Underwriters agree that the Underwriters are acting as principal Selling Shareholders hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that the Company and the Selling Shareholders may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company and the Selling Shareholders 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 (x) each Manager is acting solely as underwriters sales agent and/or principal in connection with the purchase and sale of the Company’s securitiesIssuance Shares, (y) each Forward Seller is acting only as forward seller and agent for its affiliated Forward Purchaser in connection with the offer and sale of any Forward Hedge Shares and (z) each Forward Purchaser is acting solely as counterparty under the relevant Forward Contract. The Company further acknowledges that the Underwriters are each Manager, Forward Purchaser and Forward Seller is acting pursuant to a contractual relationship created solely by this Agreement or the Forward Contract, as the case may be, entered into on an arm’s length basis, and and, in no event event, do the parties intend that the Underwriters any Manager, Forward Purchaser or Forward Seller act or be responsible as a fiduciary to the CompanyCompany or its management, the directors, director nominees, officers, stockholders shareholders or creditors of the Company or any other person in connection with any activity that the Underwriters any Manager, Forward Purchaser or Forward Seller may undertake or have undertaken in furtherance of the purchase and sale of the Company’s securities, either before or after the date hereof. The Underwriters Each Manager, Forward Purchaser and Forward Seller 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 and each Manager, Forward Purchaser and Forward Seller agrees that the Underwriters agree that they are each Company is responsible for making their its own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters any Manager, Forward Purchaser or Forward Seller 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 and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary solicitation of the Companyany action by any Manager, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company Forward Purchaser or Forward Seller with respect to the transactions contemplated hereby Company or the process leading thereto (irrespective of whether any Underwriter has advised other entity or is currently advising the Company on other matters)natural person. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters any Manager, Forward Purchaser or Forward Seller with respect to any breach or alleged breach of any fiduciary, advisory 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 purchase and sale of the Company’s securities. The Company further 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, and in no event do the parties intend that the Underwriters Initial Purchasers act or be responsible as a fiduciary to the Company, the directors, director nominees, officersits management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the 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 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 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 Initial Purchasers 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 and the Underwriters Initial Purchasers agree that the Underwriters Initial Purchasers are acting as principal and not the agent or fiduciary of the Company, Company and no Underwriter Initial Purchaser 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 Initial Purchaser 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 Initial Purchasers with respect to any breach or alleged breach of any 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 purchase and sale of the Company’s securities. The Company further 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, the directors, director nominees, officers, stockholders shareholders 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 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 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 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, 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 purchase and sale offering of the Company’s securities. The Company further 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, the directorsits management, director nomineesstockholders, officers, 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 purchase and sale Offering by the Company of the Company’s securitiesTransaction 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 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, advisory 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 Selling Securityholders each hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company and the Selling Securityholders each further acknowledges 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 CompanyCompany or any Selling Securityholder, the directorstheir respective management, director nominees, officers, stockholders Securityholders 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 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 CompanyCompany or any Selling Securityholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Securityholders each hereby confirms its confirm their understanding and agreement to that effect. The Company Company, the Selling Securityholders 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 or any Selling Securityholder 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 or any Selling Securityholder. The Company Company, the Selling Securityholders and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, Company or any Selling Securityholder and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company or any Selling Securityholder 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 or any Selling Securityholder on other matters). The Company and the Selling Securityholders each hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or any Selling Securityholder may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company or any Selling Securityholder 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 (i) the Underwriters are acting solely as underwriters in connection with the purchase and sale Offering of the Company’s securities. The Securities; (ii) the sale and issuance of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company further acknowledges that and the Underwriters; (iii) in connection therewith and with the process leading to the Offering, 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 principal and not as an agent or fiduciary to of the Company, the directors, director nominees, officersCompany or its management, 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 purchase and sale Offering of the Company’s securitiesSecurities, either before or after the date hereof; (iv) 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 negotiations related to the pricing of the Securities; and (v) 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 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 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 transactionstransaction, 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 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, advisory 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 between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. [Signatures follow on next page] Very truly yours, 2020 CHINACAP ACQUIRCO, INC. By: Name: Title: Accepted on the date first above written. XXXXXX XXXXXX & CO. INC., individually and in its capacity as Representative of the Underwriters listed on Schedule I hereto. By: Name: Title: SCHEDULE I 2020 CHINACAP ACQUIRCO, INC. 7,500,000 Units Underwriter -------------- Number of Firm Units to be Purchased ------------------- Xxxxxx Xxxxxx & Co. Inc. [ ] [Other Underwriter, if any] [ ] [Other Underwriter, if any] [ ] EXHIBIT A FORM OF TARGET BUSINESS LETTER 2020 ChinaCap Acquirco, Inc. c/o Surfmax Corporation 000 Xxxxxx Xxxx Xxxx Xxxx Xxxxxxxxxxx, XX 00000 Gentlemen: Reference is made to the Prospectus of 2020 ChinaCap Acquirco, Inc., a Delaware corporation (the “Company”) dated , 2007 (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 the Trust Account, initially in the amount of at least $ for the benefit of the Public Stockholders and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event of the redemption of their shares or the dissolution and liquidation of the Company or (ii) to the Company and the Underwriters after it consummates a Business Combination. For, and in consideration of, the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination 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 (each, a “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 reasons whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B FORM OF VENDOR LETTER 2020 ChinaCap Acquirco, Inc. c/o Surfmax Corporation 000 Xxxxxx Xxxx Xxxx Xxxx Xxxxxxxxxxx, XX 00000 Gentlemen: Reference is made to the Prospectus of 2020 ChinaCap Acquirco, Inc., a Delaware corporation (the “Company”) dated , 2007 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in the amount of at least $ for the benefit of the Public Stockholders and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholder in the event of the redemption of their shares or the dissolution and liquidation of the Company or (ii) to the Company and the Underwriters after it consummates a Business Combination. For, and in consideration of, the Company agreeing to use the 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 (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Vendor

No Fiduciary Relationship. The Company Selling Unitholder and the Western Parties hereby acknowledges acknowledge that the Underwriters are Underwriter is acting solely as underwriters underwriter in connection with the purchase and sale of the CompanyPartnership’s securities. The Company Selling Unitholder and the Western Parties further acknowledges acknowledge 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 CompanySelling Unitholder or the Partnership Entities, the directorstheir management, director nominees, officers, stockholders security holders or creditors of the Company or any other person in connection with any activity that the Underwriters Underwriter may undertake or have undertaken in furtherance of the purchase and sale of the Company’s securitiesUnits, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the CompanySelling Unitholder or the Partnership Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions, and the Company each such party hereby confirms its understanding and agreement to that effect. The Company Selling Unitholder, the Western Parties 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 Selling Unitholder or the Partnership Entities regarding such transactions, including, but not limited 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 CompanySelling Unitholder or the Partnership Entities. The Company Selling Unitholder 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 each Western Party hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company Selling Unitholder or the 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 each Manager is acting solely as underwriters sales agent and/or principal in connection with the purchase and sale of the Company’s securitiesShares. The Company further acknowledges that the Underwriters each Manager and each Forward Purchaser are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and and, in no event event, do the parties intend that the Underwriters any Manager or any Forward Purchaser act or be responsible as a fiduciary to the Company, the directors, director nominees, officersits management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters such Manager or such Forward Purchaser may undertake or have has undertaken in furtherance of the purchase purchase, sale and sale delivery of the Company’s securities, either before or after the date hereof. The Underwriters Each Manager and each Forward Purchaser hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement Agreement, any Confirmation or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters each Manager 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 such Manager and, if applicable, the Underwriters relevant Forward Purchaser 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 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 any Manager or any Forward Purchaser with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement Agreement, any Confirmation or any matters leading up to such transactions. Press Releases and Disclosure . The Company may issue a press release in compliance with Rule 134 under the Act describing the material terms of the transactions contemplated hereby as soon as practicable following the date hereof and may file with the Commission a Current Report on Form 8-K describing the material terms of the transaction contemplated hereby, and the Company shall consult with each applicable Manager and each applicable Forward Purchaser prior to making such disclosures, and the parties shall use commercially reasonable efforts, acting in good faith, to agree upon the text of such disclosure that is reasonably satisfactory to all parties. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other parties, except as may be necessary or appropriate in the opinion of the party seeking to make disclosure to comply with the requirements of applicable law or Commission or NYSE rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other parties prior to making such disclosure, and the parties shall use commercially reasonable efforts, acting in good faith, to agree upon the text of such disclosure that is reasonably satisfactory to all parties.

No Fiduciary Relationship. The Company and the Selling Stockholders each hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company and the Selling Stockholders each further acknowledges 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 CompanyCompany or any Selling Stockholder, the directors, director nominees, officersor their respective management, 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 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 CompanyCompany or any Selling Stockholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Stockholders each hereby confirms its confirm their understanding and agreement to that effect. The Company Company, the Selling Stockholders 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 or any Selling Stockholder 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 or any Selling Stockholder. The Company Company, the Selling Stockholders and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, Company or any Selling Stockholder and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company or any Selling Stockholder 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 or any Selling Stockholder on other matters). The Company and the Selling Stockholders each hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or any Selling Stockholder may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company or any Selling Stockholder 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 purchase and sale of the Company’s securities. The Company further 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, the directorsits management, director nomineesstockholders, officers, 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 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 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 and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, 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, advisory 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 Issuer and the Guarantors hereby acknowledges acknowledge that the Underwriters Initial Purchasers are acting solely as underwriters initial purchasers in connection with the purchase and sale of the Company’s securitiesSecurities. The Company Issuer and the Guarantors further acknowledges acknowledge 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, and in no event do the parties intend that the Underwriters Initial Purchasers act or be responsible as a fiduciary fiduciaries to the CompanyIssuer, the directors, director nominees, officersGuarantors or their respective management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the purchase and sale of the Company’s securitiesSecurities, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to the CompanyIssuer or any of the Guarantors, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Issuer and the Guarantors hereby confirms its confirm their understanding and agreement to that effect. The Company Issuer, the Guarantors 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 Initial Purchasers to the Company Issuer and the Guarantors 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 CompanyIssuer and the Guarantors. The Company Issuer and the Underwriters agree that the Underwriters are acting as principal Guarantors hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that the Company Issuer or any of the Guarantors may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company Issuer 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 and each of the Selling Stockholders hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale offering of the Company’s securitiesShares. The Company and each of the Selling Stockholders further acknowledges 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 Company, its management, shareholders, creditors, the directors, director nominees, officers, stockholders or creditors of the Company Selling Stockholders or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale 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 CompanyCompany and the Selling Stockholders, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and each of the Selling Stockholders hereby confirms its understanding and agreement to that effect. The Company and each of the Selling Stockholders hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or any of the Selling Stockholders with respect to the Offering contemplated hereby or the offering process leading thereto, including any negotiation related to the pricing of the Shares; and the Company and each of the Selling Stockholders 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, each of the Selling Stockholders 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 any of the Selling Stockholders 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 Selling Stockholders. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary each 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 Selling Stockholders hereby waives and releases, to the fullest extent permitted by law, any claims that the Company they may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company or any of the Selling Stockholders 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 Agents are acting solely as underwriters agents in connection with the purchase and sale of the Company’s securitiesSecurities. The Company further acknowledges that the Underwriters 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 Agents act or be responsible as a fiduciary to the Company, the directors, director nominees, officersits management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Agents may undertake or have undertaken in furtherance of the 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 Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters 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 an Agent to the Company regarding such transactions, including, 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 Company. The Company [Signature Pages Follow] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Underwriters agree that the Underwriters are acting as principal enclosed duplicate hereof, whereupon this letter and not the agent or fiduciary of your acceptance shall represent a binding agreement among the Company, the Guarantors and no Underwriter has assumedthe Agents. Very truly yours, M.D.C. HOLDINGS, INC. By: /s/ Pxxxx X. Xxxxx III Name: Pxxxx X. Xxxxx III Title: Executive Vice President, Chief Financial Officer and none of them will assumePrincipal Accounting Officer Amended and Restated Distribution Agreement GUARANTORS: M.D.C. LAND CORPORATION RAH OF TEXAS, any advisory responsibility in favor LP RAH TEXAS HOLDINGS, LLC RAH OF FLORIDA, INC. RICHMOND AMERICAN CONSTRUCTION, INC. RICHMOND AMERICAN HOMES OF ARIZONA, INC. RICHMOND AMERICAN HOMES OF CALIFORNIA, INC. RICHMOND AMERICAN HOMES OF COLORADO, INC. RICHMOND AMERICAN HOMES OF DELAWARE, INC. RICHMOND AMERICAN HOMES OF FLORIDA, LX XXXXXXXX AMERICAN HOMES OF ILLINOIS, INC. RICHMOND AMERICAN HOMES OF MARYLAND, INC. RICHMOND AMERICAN HOMES OF NEVADA, INC. RICHMOND AMERICAN HOMES OF NEW JERSEY, INC. RICHMOND AMERICAN HOMES OF PENNSYLVANIA, INC. RICHMOND AMERICAN HOMES OF TEXAS, INC. RICHMOND AMERICAN HOMES OF UTAH, INC. RICHMOND AMERICAN HOMES OF VIRGINIA, INC. RICHMOND AMERICAN HOMES OF WEST VIRGINIA, INC. By: /s/ Pxxxx X. Xxxxx III Name: Pxxxx X. Xxxxx III Title: An authorized officer or representative Amended and Restated Distribution Agreement CONFIRMED AND ACCEPTED, as 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)date first above written: CITIGROUP GLOBAL MARKETS INC. The Company hereby waives By: /s/ Bxxxx Xxxxxxxxx Authorized Signatory Amended and releasesRestated Distribution Agreement BANC OF AMERICA SECURITIES LLC By: /s/ Lxxx Xxxxx Authorized Signatory Amended and Restated Distribution Agreement BNP PARIBAS By: /s/ Jxx Xxxxxx Authorized Signatory Amended and Restated Distribution Agreement COMERICA SECURITIES By: /s/ Sxxxx Xxxxxx Authorized Signatory Amended and Restated Distribution Agreement CREDIT SUISSE FIRST BOSTON LLC By: /s/ [illegible] Authorized Signatory Amended and Restated Distribution Agreement DEUTSCHE BANK SECURITIES INC. By: /s/ [illegible] Authorized Signatory By: /s/ R.Sxxxx Xxxxxxx Authorized Signatory Amended and Restated Distribution Agreement GREENWICH CAPITAL MARKETS, to the fullest extent permitted by lawINC. By: /s/ Sxxxxxx Xxxxxxx Authorized Signatory Amended and Restated Distribution Agreement J.X. XXXXXX SECURITIES INC. By: /s/ Rxxxxx Xxxxxxxxx Authorized Signatory Amended and Restated Distribution Agreement MCDONALD INVESTMENTS INC. By: /s/ Jxx Xxxxxxxx III Authorized Signatory Amended and Restated Distribution Agreement MXXXXXX LYNCH, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciaryPIERCE, advisory or similar duty to the Company in connection with the transactions contemplated by this FXXXXX & SXXXX INCORPORATED By: /s/ Bxxxx X. Xxxxx, Xx. Authorized Signatory Amended and Restated Distribution Agreement or any matters leading up to such transactions.SUNTRUST RXXXXXXX XXXXXXXX CAPITAL MARKETS By: /s/ Jxx Xxxxxxx Authorized Signatory Amended and Restated Distribution Agreement UBS SECURITIES LLC By: /s/ Cxxxxxxxx Xxxxxxx Authorized Signatory By: /s/ Jordan Matusow Authorized Signatory Amended and Restated Distribution Agreement WACHOVIA CAPITAL MARKETS, LLC By: /s/ Jxx Xxxxxxx Authorized Signatory Amended and Restated Distribution Agreement

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s 's securities. The Company further 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, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, the directorsits management, director nomineesshareholders or other equity holders, officersas applicable, 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 purchase and sale 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 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 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, advisory 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 Company and the Guarantors hereby acknowledges acknowledge that the Underwriters Initial Purchasers are acting solely as underwriters initial purchasers in connection with the purchase and sale of the Company’s securitiesSecurities. The Each of the Company and the Guarantors further acknowledges 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, basis and in no event do the parties intend that the Underwriters any Initial Purchaser act or be responsible as a fiduciary to the CompanyCompany or any Guarantor, the directorstheir respective management, director nomineesstockholders, officers, stockholders or creditors of the Company 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 purchase and sale of the Company’s securitiesSecurities, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to either the CompanyCompany or the Guarantors, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and each of the Company and Guarantors hereby confirms its confirm their understanding and agreement to that effect. The Each of the Company and the Underwriters Guarantors and each 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 any Initial Purchaser to either 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 securitiesSecurities, do not constitute advice or recommendations to the CompanyCompany or the Guarantors. The Each of the Company and the Underwriters agree that the Underwriters are acting as principal Guarantors hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that the such Company or Guarantors may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the either 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 and the Selling Shareholder hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s 's and the Selling Shareholder's securities. The Company and the Selling Shareholder each further acknowledges 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, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyCompany or the Selling Shareholder, the directorstheir respective management, director nomineesshareholders or other equity holders, officersas applicable, 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 purchase and sale 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 CompanyCompany or the Selling Shareholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Shareholder hereby confirms its understanding and agreement to that effect. The Company Company, the Selling Shareholder 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 or the Selling Shareholder 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 CompanyCompany or the Selling Shareholder. 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 Selling Shareholder hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or the Selling Shareholder may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company or the Selling Shareholder in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Companies hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s PGF securities. The Company Companies further acknowledges acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement 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 CompanyCompanies, the directors, director nominees, officerstheir respective management, 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 purchase and sale of the Company’s Companies’ securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCompanies, either in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions, and the Company Companies hereby confirms its confirm their understanding and agreement to that effect. The Company Companies 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 Companies regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company’s Companies’ securities, do not constitute advice or recommendations to the CompanyCompanies. 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 Companies 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 releaseswaive, to the fullest extent permitted by law, any claims that the Company they may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to either of the Company Companies in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions.. Any review by the Underwriters of the Companies and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters, as the case may be, and shall not be on behalf of the Companies. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Underwriting Agreement and your acceptance shall represent a binding agreement among PGF, Petrobras and the Underwriters. Very truly yours, PETROBRAS GLOBAL FINANCE B.V. By: /s/ Gxxxxxx Xxxxxx Bxxxxxx Name: Gxxxxxx Xxxxxx Bxxxxxx Title: Managing Director A By: /s/ Exxxxxx Xxxxxxxxxx Guimarães Name: Exxxxxx Xxxxxxxxxx Gxxxxxxxx Title: Managing Director B PETRÓLEO BRASILEIRO S.A. - PETROBRAS By: /s/ Lxxxx Xxxxxx Xxxxxxx Name: Lxxxx Xxxxxx Xxxxxxx Title: Funding General Manager WITNESSES:

No Fiduciary Relationship. The Company Issuers and the Guarantors hereby acknowledges acknowledge that the Underwriters are each Initial Purchaser is acting solely as underwriters an initial purchaser in connection with the purchase and sale of the Company’s securitiesOffered Securities. The Company Issuers and the Guarantors further acknowledges acknowledge that the Underwriters are each Initial Purchaser 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 either the CompanyIssuers, the directors, director nominees, officersGuarantors or their respective management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters any Initial Purchaser may undertake or have undertaken in furtherance of the purchase and sale of the Company’s securitiesSecurities, either before or after the date hereof. The Underwriters Each Initial Purchaser hereby expressly disclaim disclaims any fiduciary or similar obligations to either the CompanyIssuers or the Guarantors, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Issuers and the Guarantors hereby confirms its confirm their understanding and agreement to that effect. The Company Issuers, the Guarantors 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 any Initial Purchasers to the Company Issuers and the Guarantors 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 and the Guarantors. The Company Issuers and the Underwriters agree that the Underwriters are acting as principal Guarantors hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that either of the Company Issuers or the Guarantors may have against the Underwriters any Initial Purchaser with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company Issuers 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 Company, the Investment Adviser and the Administrator hereby acknowledges acknowledge and agree that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securitiessecurities contemplated hereby. The Company Company, the Investment Adviser and the Administrator further acknowledges acknowledge and agree 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, the directorsits management, director nominees, officers, stockholders shareholders 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 such 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, the Investment 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 Investment Adviser and the Administrator hereby confirms its confirm their understanding and agreement to that effect. The Company Company, the Investment Adviser, the Administrator 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 Company, the Investment Adviser or the Administrator 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 Investment Adviser or the Administrator. The Company Company, the Investment Adviser, the Administrator and the Underwriters agree that the Underwriters are each Underwriter is acting solely as principal and is not the agent or fiduciary of the Company, the Investment Adviser or the Administrator and no Underwriter has assumed, and none of them no Underwriter will assume, any advisory or fiduciary responsibility in favor of the Company Company, the Investment Adviser or the Administrator 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 Company, the Investment Adviser or the Administrator on other matters); provided, that an Underwriter, in its capacity as an independent contractor, may provide advice to the Investment Adviser as to the structure and organization of the Company pursuant to a Fee Agreement. The Company Company, the Investment Adviser and the Administrator acknowledge and agree that the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated hereby waives and releaseseach of the Company, the Investment Adviser and the Administrator have consulted its own respective legal, accounting, regulatory, and tax advisors to the extent it deemed appropriate. The Company, the Investment Adviser and the Administrator hereby waive and release, to the fullest extent permitted by law, any claims that the Company Company, the Investment Adviser or the Administrator may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company Company, the Investment 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 and the Selling Shareholder hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company and the Selling Shareholder further acknowledges 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 CompanyCompany or the Selling Shareholder, the directors, director nominees, officerstheir respective management, 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 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 CompanyCompany or the Selling Shareholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Shareholder hereby confirms its confirm their understanding and agreement to that effect. The Company Company, the Selling Shareholder 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 or the Selling Shareholder 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 or the Selling Shareholder. The Company and the Underwriters agree that the Underwriters are acting as principal Selling Shareholder hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that the Company or the Selling Shareholder may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company or the Selling Shareholder in connection with the transactions contemplated by this Agreement or any matters leading up to such transactionsAgreement.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securitiesOffering. The Company further acknowledges 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 Maxim Group LLC July 28, 2014 parties intend that the Underwriters act or be responsible as a fiduciary to the Company, the directorsits management, director nomineesshareholders, officers, 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 purchase and sale 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 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 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, advisory 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 Selling Securityholders hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securitiesShares. The Company and the Selling Securityholders further acknowledges 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 CompanyCompany or the Selling Securityholders, the directors, director nominees, officerstheir respective management, 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 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 CompanyCompany or the Selling Securityholders, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Securityholders each hereby confirms its their understanding and agreement to that effect. The Company Company, the Selling Securityholders 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 or the Selling Securityholders regarding such transactions, including, but not limited 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 CompanyCompany or the Selling Securityholders. The Company and the Underwriters agree that the Underwriters are acting as principal Selling Securityholders hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that the Company or the Selling Securityholders may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company or the Selling Securityholders in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Selling Stockholder hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company and the Selling Stockholder further acknowledges 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, the directorsSelling Stockholder, director nominees, officerstheir respective management, 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 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 CompanyCompany or the Selling Stockholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Stockholder each hereby confirms its confirm their understanding and agreement to that effect. The Company Company, the Selling Stockholder 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 or the Selling Stockholder 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 or the Selling Stockholder. The Company and the Underwriters agree that the Underwriters are acting as principal Selling Stockholder each hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that the Company or the Selling Stockholder may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company or the Selling Stockholder 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 Guarantors hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters Underwriters in connection with the purchase and sale of the Company’s securitiesNotes. The Company Partnership and the Guarantors further acknowledges 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 either the Company, Partnership or any of the directors, director nominees, officersGuarantors or their respective management, 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 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 either the CompanyPartnership or any of the Guarantors, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Partnership and the Guarantors hereby confirms its confirm their understanding and agreement to that effect. The Company Partnership, the Guarantors 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 Partnership or the Guarantors regarding such transactions, including, but not limited 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 CompanyPartnership or the Guarantors. The Company Partnership and the Underwriters agree that the Underwriters are acting as principal Guarantors hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that either the Company Partnership or the Guarantors may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company Partnership 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 Initial Purchaser is acting solely as underwriters initial purchaser in connection with the purchase and sale of the Company’s securitiesNotes. The Company further 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, and in no event do the parties intend that the Underwriters Initial Purchaser act or be responsible as a fiduciary to the Company, the directors, director nominees, officersCompany or its management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Initial Purchaser may undertake or have undertaken in furtherance of the 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 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 and the Underwriters 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 Initial Purchaser 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 securitiesNotes, 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 Initial Purchaser with respect to any breach or alleged breach of any fiduciary, advisory 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 Placement Agent is acting solely as underwriters placement agent in connection with the purchase and sale of the Company’s securities. The Company further acknowledges that the Underwriters are Placement Agent is acting pursuant to a contractual relationship created solely by this Agreement and the Engagement Letter entered into on an 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, the directors, director nominees, officersits management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Placement Agent may undertake or have undertaken in furtherance of the purchase and sale of the Company’s securities, either before or after the date hereofhereof or the date of the Engagement Letter. The Underwriters Placement Agent hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement Agreement, the Engagement Letter or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. 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 Placement Agent 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 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 Placement Agent with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement Agreement, the Engagement Letter 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 purchase and sale of the CompanyPartnership’s securities. The Company Partnership and the General Partner further acknowledges 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 Companyany MPLX Entity, the directorsits management, director nominees, officers, stockholders securityholders or creditors of the Company or any other person in connection with any activity that the Underwriters may undertake or have has undertaken in furtherance of the purchase and sale of the CompanyPartnership’s securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyMPLX Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and each of the Company Partnership and the General Partner hereby confirms its understanding and agreement to that effect. The Company Partnership, the General Partner 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 Partnership and the General Partner regarding such transactions, including, but not limited 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 and the General Partner. The Company Partnership, the General Partner and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the CompanyPartnership or the General Partner, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company Partnership or the General Partner with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising any of the Company on other matters). MPLX Entities.) The Company Partnership hereby waives and releases, to the fullest extent permitted by law, any claims that the Company party may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company such party in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and Pzena LLC hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company and Pzena LLC each further acknowledges 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, the directors, director nominees, officersCompany and Pzena LLC their respective management, 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 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 CompanyCompany and Pzena LLC, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and Pzena LLC each hereby confirms its confirm their understanding and agreement to that effect. The Company and Pzena LLC 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 and Pzena LLC 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 and Pzena LLC. The Company and the Underwriters agree that the Underwriters are acting as principal Pzena LLC each hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that the Company and Pzena LLC may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company and Pzena LLC in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Selling Stockholders each hereby acknowledges that the Underwriters are acting solely as underwriters underwriters, in connection with the purchase and sale of the Company’s securities. The Company and the Selling Stockholders each further 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 CompanyCompany or any Selling Stockholder, the directors, director nominees, officerstheir respective management, stockholders or creditors of the Company or any other person Person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the 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 CompanyCompany or any Selling Stockholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Stockholders each hereby confirms its their understanding and agreement to that effect. The Company Company, the Selling Stockholders 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 or any Selling Stockholder 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 or any Selling Stockholder. The Company Company, the Selling Stockholders and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the CompanyCompany or the Selling Stockholders, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company or any Selling Stockholder 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 or any Selling Stockholder on other matters). The Company and the Selling Stockholders each hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or any Selling Stockholder may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company or any Selling Stockholder in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Co-Issuers hereby acknowledges acknowledge that the Underwriters are Initial Purchaser is acting solely as underwriters initial purchaser in connection with the purchase and sale of the Company’s securitiesNotes. The Company Co-Issuers further acknowledges acknowledge 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, and in no event do the parties intend that the Underwriters Initial Purchaser act or be responsible as a fiduciary to the Company, Co-Issuers or the directors, director nominees, officersGuarantors or their management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Initial Purchaser may undertake or have undertaken in furtherance of the 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 CompanyCo-Issuers or the Guarantors, either in connection with the transactions contemplated by this Agreement Transactions or any matters leading up to such transactionsTransactions, and the Company Co-Issuers hereby confirms its confirm their understanding and agreement to that effect. 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 transactionsTransactions, including, but not limited 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 Company. The Company Co-Issuers and the Underwriters agree that the Underwriters are acting as principal Guarantors hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that the Company Co-Issuers and the Guarantors may have against the Underwriters Initial Purchaser with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company Co-Issuers or the Guarantors in connection with the transactions contemplated by this Agreement Transactions or any matters leading up to such transactionsTransactions.

No Fiduciary Relationship. The Company Company, the Adviser and the Administrator hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company Company, the Adviser and the Administrator further acknowledges 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, the directorsAdviser and the Administrator, director nomineestheir respective management, officersstockholders, stockholders partners, members 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 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, 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 Company, the Adviser and the Administrator 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 Company, the Adviser or the Administrator 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 Adviser or the Administrator. The Company Company, the Adviser, the Administrator and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, the Adviser or the Administrator and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company Company, the Adviser or the Administrator 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 Company, the Adviser or the Administrator on other matters). The Company Company, the Adviser and the Administrator each hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Company, the Adviser or the Administrator may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory 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 and the Operating Partnership each hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company and the Operating Partnership each further 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, the directorsOperating Partnership, director nomineestheir respective management, officersstockholders, stockholders partners 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 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 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 each hereby confirms its understanding and agreement to that effect. The Company Company, the Operating Partnership 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 or the Operating Partnership 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 or the Operating Partnership. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, Company or the Operating Partnership and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company or the Operating Partnership 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 or the Operating Partnership on other matters). The Company and the Operating Partnership each hereby waives and releases, 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, advisory 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 and the Guarantors hereby acknowledges acknowledge that the Underwriters Initial Purchaser are acting solely as underwriters Initial Purchaser in connection with the purchase and sale of the Company’s securitiesSecurities. The Company and the Guarantors further acknowledges acknowledge 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, and in no event do the parties intend that the Underwriters Initial Purchaser act or be responsible as a fiduciary to either the Company, the directors, director nominees, officersGuarantors or their respective management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Initial Purchaser may undertake or have has undertaken in furtherance of the purchase and sale of the Company’s securitiesSecurities, either before or after the date hereof. The Underwriters Initial Purchaser hereby expressly disclaim disclaims any fiduciary or similar obligations to either the CompanyCompany or the Guarantors, 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 Company, the Guarantors and the Underwriters 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 Initial Purchaser to the Company and the Guarantors 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 CompanyCompany and the Guarantors. The Company and the Underwriters agree that the Underwriters are acting as principal Guarantors hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that either of the Company or the Guarantors may have against the Underwriters Initial Purchaser with respect to any breach or alleged breach of any fiduciary, advisory 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 Companies hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s PGF securities. The Company Companies further acknowledges acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement 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 CompanyCompanies, the directors, director nominees, officerstheir respective management, 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 purchase and sale of the Company’s Companies’ securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCompanies, either in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions, and the Company Companies hereby confirms its confirm their understanding and agreement to that effect. The Company Companies 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 Companies regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company’s Companies’ securities, do not constitute advice or recommendations to the CompanyCompanies. 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 Companies 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 releaseswaive, to the fullest extent permitted by law, any claims that the Company they may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to either of the Company Companies in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions.. Any review by the Underwriters of the Companies and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters, as the case may be, and shall not be on behalf of the Companies. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Underwriting Agreement and your acceptance shall represent a binding agreement among PGF, Petrobras and the Underwriters. Very truly yours, PETROBRAS GLOBAL FINANCE B.V. By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxx Xxxxxxx Title: Managing Director X By: /s/ Xxxxxxx Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Xxxxxxxxx Title: Managing Director X PETRÓLEO BRASILEIRO S.A. - PETROBRAS By: /s/ Xxxxx Xxxxxx Xxxxxxx Name: Xxxxx Xxxxxx Xxxxxxx Title: Funding General Manager WITNESSES:

No Fiduciary Relationship. The Company and the Selling Stockholder each hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company and the Selling Stockholder each further 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 CompanyCompany or the Selling Stockholder, the directors, director nominees, officerstheir respective management, 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 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 CompanyCompany or the Selling Stockholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Stockholder each hereby confirms its understanding and agreement to that effect. The Company Company, the Selling Stockholder 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 or the Selling Stockholder 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 or the Selling Stockholder. 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 Selling Stockholder each hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or the Selling Stockholder may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company or the Selling Stockholder 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 purchase and sale of the Company’s securitiesNotes. The Company and the Guarantors further acknowledges acknowledge 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, and in no event do the parties intend that the Underwriters Initial Purchasers act or be responsible as a fiduciary to either the Company, Company or any of the directors, director nominees, officersGuarantors or their respective management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the 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 CompanyCompany or the Guarantors, either in connection with the transactions contemplated by this Agreement Transactions or any matters leading up relating to such transactionsTransactions, and the Company and the Guarantors hereby confirms its confirm their understanding and agreement to that effect. The Company and the Underwriters Guarantors, on the one hand, and the Representative, on the other hand, 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 transactionsTransactions, including, but not limited 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 Underwriters agree that the Underwriters are acting as principal Guarantors hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that either of the Company or any of the Guarantors may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company and the Guarantors in connection with the transactions contemplated by this Agreement Transactions or any matters leading up relating to such transactionsTransactions.

No Fiduciary Relationship. The Company Fund and the Advisers hereby acknowledges acknowledge and agree that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securitiesShares contemplated by this Underwriting Agreement. The Company Fund and the Advisers further acknowledges acknowledge and agree 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 CompanyFund, the directorsits management, director nominees, officers, stockholders shareholders 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 such purchase and sale of the CompanyFund’s securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyFund or the Advisers, either in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions, and the Company Fund and the Advisers hereby confirms its confirm their understanding and agreement to that effect. The Company Fund, the Advisers 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 Fund or the Advisers regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the CompanyFund’s securities, do not constitute advice or recommendations to the CompanyFund or the Advisers. The Company Fund, the Advisers and the Underwriters agree that the Underwriters are each Underwriter is acting solely as principal and is not the agent or fiduciary of the Company, Fund or the Advisers in connection with the transactions contemplated by this Underwriting Agreement and no Underwriter has assumed, and none of them no Underwriter will assume, any advisory or fiduciary responsibility in favor of the Company Fund or the Advisers with respect to the transactions contemplated hereby by this Underwriting Agreement or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company Fund or the Advisers on other matters); provided, that an Underwriter, in its capacity as an independent contractor, may provide advice to the Advisers as to the structure and organization of the Fund pursuant to a Fee Agreement. The Company Fund and the Advisers acknowledge and agree that the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Underwriting Agreement and each of the Fund and Investment Adviser have consulted its own respective legal, accounting, regulatory, and tax advisors to the extent it deemed appropriate. Each of the Fund and the Advisers 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, advisory or similar duty to the Company Fund or the Advisers 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 each Manager is acting solely as underwriters sales agent and/or principal in connection with the purchase and sale of the Company’s securitiesShares. The Company further acknowledges that the Underwriters each Manager and each Forward Purchaser are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and and, in no event event, do the parties intend that the Underwriters any Manager or any Forward Purchaser act or be responsible as a fiduciary to the Company, the directors, director nominees, officersits management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters such Manager or such Forward Purchaser may undertake or have has undertaken in furtherance of the purchase purchase, sale and sale delivery of the Company’s securities, either before or after the date hereof. The Underwriters Each Manager and each Forward Purchaser hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement Agreement, any Confirmation or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters each Manager 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 such Manager and, if applicable, the Underwriters relevant Forward Purchaser 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 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 any Manager or any Forward Purchaser with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement Agreement, any Confirmation or any matters leading up to such transactions.. 45

No Fiduciary Relationship. The Company and each Selling Shareholder each hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s 's securities. The Company and each Selling Shareholder each further acknowledges acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement agreement entered into on an arm’s 's length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyCompany or any Selling Shareholder, the directors, director nominees, officerstheir respective management, 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 purchase and sale 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 CompanyCompany or any Selling Shareholder, either in connection with the transactions contemplated by this Agreement agreement or any matters leading up to such transactions, and the Company and each Selling Shareholder each hereby confirms its confirm their understanding and agreement to that effect. The Company Company, each Selling Shareholder 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 or each Selling Shareholder 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 CompanyCompany or any Selling Shareholder. The Company and the Underwriters agree that the Underwriters are acting as principal each Selling Shareholder each hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that the Company or such Selling Shareholder may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company or any Selling Shareholder in connection with the transactions contemplated by this Agreement 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 purchase and sale of the Company’s securitiesShares. The Company further acknowledges that the Underwriters each Manager and each Forward Purchaser are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and and, in no event event, do the parties intend that the Underwriters any Manager or any Forward Purchaser act or be responsible as a fiduciary to the Company, the directors, director nominees, officersits management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters such Manager or such Forward Purchaser may undertake or have has undertaken in furtherance of the purchase purchase, sale and sale delivery of the Company’s securities, either before or after the date hereof. The Underwriters Each Manager and each Forward Purchaser hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement Agreement, any Confirmation or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters each Manager 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 such Manager and, if applicable, the Underwriters relevant Forward Purchaser 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 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 any Manager or any Forward Purchaser with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement Agreement, any Confirmation or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Guarantors hereby acknowledges acknowledge that the Underwriters are each Initial Purchaser is acting solely as underwriters initial purchaser in connection with the purchase and sale of the Company’s securitiesSecurities. The Company and the Guarantors further acknowledges acknowledge that the Underwriters are each Initial Purchaser 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 Initial Purchasers act or be responsible as a fiduciary to either the Company, the directors, director nominees, officersGuarantors or their respective management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the purchase and sale of the Company’s securitiesSecurities, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim disclaims any fiduciary or similar obligations to either the CompanyCompany or the Guarantors, 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 Company, the Guarantors 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 Initial Purchasers to the Company and the Guarantors 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 CompanyCompany and the Guarantors. The Company and the Underwriters agree that the Underwriters are acting as principal Guarantors hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that either of the Company or the Guarantors may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary, advisory 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 and agrees that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company further acknowledges that the Underwriters are acting Units pursuant to this Agreement is an arm’s-length commercial transaction pursuant to a contractual relationship created between the Company and the Underwriters, in connection therewith and with the process leading to such transaction, each Underwriter is acting solely by as a principal and not the agent or fiduciary of the Company, 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 (irrespective of whether the Underwriters have advised or are currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement entered into on an arm’s length basisAgreement, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, the directorsits management, director nomineesshareholders, officers, 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 purchase and sale this offering of the Company’s securities, either before or after the date hereofhereof and the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. 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 agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. The Company and the Underwriters agree that they are each responsible for making their own independent judgments judgment 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, advisory 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 between the Underwriters 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, Colombier Acquisition Corp. II By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer Accepted on the date first above written. BTIG, LLC, as Representative of the several underwriters By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director, Co-Head of SPAC Investment Banking SCHEDULE A Colombier Acquisition Corp. II 15,000,000 Units Underwriter Number of Firm Units to be Purchased BTIG, LLC 15,000,000 TOTAL 15,000,000 SCHEDULE B [Reserved.]

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company further 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, the directors, director nominees, officersits respective management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters may undertake or have has undertaken in furtherance of the 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 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 and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, 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, 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 Companies hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securitiesReopening Notes. The Company Companies further acknowledges acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement 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 CompanyCompanies, the directors, director nominees, officerstheir respective management, 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 purchase and sale of the Company’s Companies’ securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCompanies, either in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions, and the Company Companies hereby confirms its confirm their understanding and agreement to that effect. The Company Companies 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 Companies regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company’s Companies’ securities, do not constitute advice or recommendations to the CompanyCompanies. 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 Companies 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 releaseswaive, to the fullest extent permitted by law, any claims that the Company they may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to either of the Company Companies in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions. Any review by the Underwriters of the Companies and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters, as the case may be, and shall not be on behalf of the Companies. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Underwriting Agreement and your acceptance shall represent a binding agreement among PGF, Petrobras and the Underwriters. Very truly yours, PETROBRAS GLOBAL FINANCE B.V. By: /s/ Bianca Xxxxxx Xxxxxxxxxx Name: Bianca Xxxxxx Xxxxxxxxxx Title: Corporate Finance Manager PETRÓLEO BRASILEIRO S.A. – PETROBRAS By: /s/ Xxxxx Xxxxxx Xxxxxxx Name: Xxxxx Xxxxxx Xxxxxxx Title: Funding General Manager WITNESSES /s/ Guilherme Rajime X. Xxxxxxx Name: Guilherme Rajime X. Xxxxxxx /s/ Xxxxx Feuchard Pinto Name: Renan Feuchard Pinto [Signature Page – Underwriting Agreement] Accepted as of the date first set forth above: BB SECURITIES LIMITED By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx Skulczuk Name: Xxxxx Skulczuk Title: Director [Signature Page – Underwriting Agreement] Accepted as of the date first set forth above: BANCO BRADESCO BBI S.A. By: /s/ Xxxxxxx Portulan Name: Xxxxxxx Portulan Title: Managing Director By: /s/ Xxxxxx Xxxx Xxxxxxx Name: Xxxxxx Xxxx Xxxxxxx Title: Managing Director [Signature Page – Underwriting Agreement] Accepted as of the date first set forth above: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President [Signature Page – Underwriting Agreement] Accepted as of the date first set forth above: HSBC SECURITIES (USA) INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice President [Signature Page – Underwriting Agreement] Accepted as of the date first set forth above: ITAU BBA USA SECURITIES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Compliance Officer [Signature Page – Underwriting Agreement] Accepted as of the date first set forth above: XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director [Signature Page – Underwriting Agreement] Schedule A Permitted Free Writing Prospectuses • The Final Term Sheets, as defined in Section 5(j) herein, for the Notes Schedule B Aggregate Principal Amount of the Notes Underwriters Aggregate Principal Amount of the Series 1 Notes Aggregate Principal Amount of the Series 2 Notes Aggregate Principal Amount of the Series 3 Notes BB Securities Limited U.S.$ 166,666,000 U.S.$ 333,333,000 U.S.$ 166,667,000 Banco Bradesco BBI S.A. U.S.$ 166,666,000 U.S.$ 333,333,000 U.S.$ 166,667,000 Citigroup Global Markets Inc. U.S.$ 166,667,000 U.S.$ 333,333,000 U.S.$ 166,666,000 HSBC Securities (USA) Inc. U.S.$ 166,667,000 U.S.$ 333,334,000 U.S.$ 166,667,000 Itau BBA USA Securities, Inc. U.S.$ 166,667,000 U.S.$ 333,333,000 U.S.$ 166,666,000 Xxxxxx Xxxxxxx & Co. LLC U.S.$ 166,667,000 U.S.$ 333,334,000 U.S.$ 166,667,000 Total U.S.$ 1,000,000,000 U.S.$ 2,000,000,000 U.S.$ 1,000,000,000 Schedule C U.S.$1,000,000,000 6.125% Global Notes Due 2022 Pricing Term Sheet A preliminary prospectus supplement of Petrobras Global Finance B.V. is available from the SEC’s website at xxx.xxx.xxx. Issuer: Petrobras Global Finance B.V. (“PGF”) Guarantor: Unconditionally and irrevocably guaranteed by Petróleo Brasileiro S.A. - Petrobras Form: Senior Unsecured Notes Offering: SEC-Registered Currency: U.S. Dollars Reopening Principal Amount: U.S.$1,000,000,000 (to become immediately fungible upon the Settlement Date with the outstanding U.S.$2,000,000,000 6.125% Global Notes due 2022 issued on January 17, 2017 for the principal amount of U.S.$3,000,000,000) Maturity Date: January 17, 2022 Coupon Rate: 6.125% Interest Basis: Payable semi-annually in arrears Day Count: 30/360 Interest Payment Dates: January 17 and July 17 First Interest Payment Date: July 17, 2017 Gross Proceeds: U.S.$1,051,400,000 Reopening Price: 105.140% (plus accrued interest from January 17, 2017 to, but not including, the Settlement Date, in an aggregate amount of U.S.$21,267,361.11 assuming settlement on May 22, 2017) Yield to Investors: 4.875% Make-Whole Call Spread: +50 bps Pricing Date: May 15, 2017 Settlement Date: May 22, 2017 (T+5*) Listing: PGF intends to apply to have the notes approved for listing on the New York Stock Exchange. Denominations: U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof CUSIP: 71647N AR0 ISIN: US71647NAR08 Joint Bookrunners: BB Securities Limited Banco Bradesco BBI S.A. Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Itau BBA USA Securities, Inc. Xxxxxx Xxxxxxx & Co. LLC * Under Rule 15c6-1 of 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 such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the pricing date will be required, by virtue of the fact that the Notes initially will settle in five business days (T+5), to specify alternative settlement arrangements to prevent a failed settlement. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus or any prospectus supplement for this offering if you request it by calling BB Securities Limited at +00 (00) 0000-0000, Banco Bradesco BBI S.A. collect at +0 (000) 000-0000, Citigroup Global Markets Inc. toll-free (U.S. only) at +0 (000) 000-0000, HSBC Securities (USA) Inc. toll-free (U.S. only) at +0 (000) 000-0000, Itau BBA USA Securities, Inc. collect at +0 (000) 000-0000 or toll-free (U.S. only) at +0 (000) 000-0000 and Xxxxxx Xxxxxxx & Co. LLC collect at +0 (000) 000-0000 or toll-free (U.S. only) at +0 (000) 000-0000. Schedule D U.S.$2,000,000,000 7.375% Global Notes Due 2027 Pricing Term Sheet A preliminary prospectus supplement of Petrobras Global Finance B.V. is available from the SEC’s website at xxx.xxx.xxx. Issuer: Petrobras Global Finance B.V. (“PGF”) Guarantor: Unconditionally and irrevocably guaranteed by Petróleo Brasileiro S.A. - Petrobras Form: Senior Unsecured Notes Offering: SEC-Registered Currency: U.S. Dollars Reopening Principal Amount: U.S.$2,000,000,000 (to become immediately fungible upon the Settlement Date with the outstanding U.S.$2,000,000,000 7.375% Global Notes Due 2027 issued on January 17, 2017 for the principal amount of U.S.$4,000,000,000) Maturity Date: January 17, 2027 Coupon Rate: 7.375% Interest Basis: Payable semi-annually in arrears Day Count: 30/360 Interest Payment Dates: January 17 and July 17 First Interest Payment Date: July 17, 2017 Gross Proceeds: U.S.$2,199,080,000 Reopening Price: 109.954% (plus accrued interest from January 17, 2017 to, but not including, the settlement date, in an aggregate amount of U.S.$51,215,277.78, assuming settlement on May 22, 2017) Yield to Investors: 6.000% Make-Whole Call Spread: +50 bps Pricing Date: May 15, 2017 Settlement Date: May 22, 2017 (T+5*) Listing: PGF intends to apply to have the notes approved for listing on the New York Stock Exchange. Denominations: U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof CUSIP: 71647N AS8 ISIN: US71647NAS80 Joint Bookrunners: BB Securities Limited Banco Bradesco BBI S.A. Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Itau BBA USA Securities, Inc. Xxxxxx Xxxxxxx & Co. LLC * Under Rule 15c6-1 of 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 such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the pricing date will be required, by virtue of the fact that the Notes initially will settle in five business days (T+5), to specify alternative settlement arrangements to prevent a failed settlement. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus or any prospectus supplement for this offering if you request it by calling BB Securities Limited at +00 (00) 0000-0000, Banco Bradesco BBI S.A. at collect at +0 (000) 000-0000, Citigroup Global Markets Inc. toll-free (U.S. only) at +0 (000) 000-0000, HSBC Securities (USA) Inc. toll-free (U.S. only) at +0 (000) 000-0000, Itau BBA USA Securities, Inc. at collect at +0 (000) 000-0000 or toll-free (U.S. only) at +0 (000) 000-0000 and Xxxxxx Xxxxxxx & Co. LLC collect at +0 (000) 000-0000 or toll-free (U.S. only) at +0 (000) 000-0000. Schedule E U.S.$1,000,000,000 7.250% Global Notes Due 2044 Pricing Term Sheet A preliminary prospectus supplement of Petrobras Global Finance B.V. is available from the SEC’s website at xxx.xxx.xxx. Issuer: Petrobras Global Finance B.V. (“PGF”) Guarantor: Unconditionally and irrevocably guaranteed by Petróleo Brasileiro S.A. - Petrobras Form: Senior Unsecured Notes Offering: SEC-Registered Currency: U.S. Dollars Reopening Principal Amount: U.S.$1,000,000,000 (to become immediately fungible upon the Settlement Date with the outstanding U.S.$1,000,000,000 7.250% Global Notes Due 2044 issued on March 17, 2014 for the principal amount of U.S.$2,000,000,000) Maturity Date: March 17, 2044 Coupon Rate: 7.250% Interest Basis: Payable semi-annually in arrears Day Count: 30/360 Interest Payment Dates: March 17 and September 17 First Interest Payment Date: September 17, 2017 Gross Proceeds: U.S.$1,029,930,000 Reopening Price: 102.993% (plus accrued interest from March 17, 2017 to, but not including, the settlement date, in an aggregate amount of U.S.$13,090,277.78, assuming settlement on May 22, 2017) Yield to Investors: 7.000% Make-Whole Call Spread: +50 bps Pricing Date: May 15, 2017 Settlement Date: May 22, 2017 (T+5*) Listing: PGF intends to apply to have the notes approved for listing on the New York Stock Exchange. Denominations: U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof CUSIP: 71647N AK5 ISIN: US71647NAK54 Joint Bookrunners: BB Securities Limited Banco Bradesco BBI S.A. Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Itau BBA USA Securities, Inc. Xxxxxx Xxxxxxx & Co. LLC * Under Rule 15c6-1 of 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 such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the pricing date will be required, by virtue of the fact that the Notes initially will settle in five business days (T+5), to specify alternative settlement arrangements to prevent a failed settlement.

No Fiduciary Relationship. The Company hereby acknowledges and agrees that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company further acknowledges that the Underwriters are acting Units pursuant to this Agreement is an arm’s-length commercial transaction pursuant to a contractual relationship created between the Company and the Underwriters, in connection therewith and with the process leading to such transaction, each Underwriter is acting solely by as a principal and not the agent or fiduciary of the Company, 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 (irrespective of whether the Underwriters have advised or are currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement entered into on an arm’s length basisAgreement, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, the directorsits management, director nomineesshareholders, officers, 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 purchase and sale this offering of the Company’s securities, either before or after the date hereofhereof and the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. 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 agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. The Company and the Underwriters agree that they are each responsible for making their own independent judgments judgment 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, advisory 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 between the Underwriters 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, Colombier Acquisition Corp. II By: Name: Title: Accepted on the date first above written. BTIG, LLC, as Representative of the several underwriters By: Name: Title: SCHEDULE A Colombier Acquisition Corp. II 13,000,000 Units Underwriter Number of Firm Units to be Purchased BTIG, LLC 13,000,000 TOTAL 13,000,000 SCHEDULE B Investor Presentation dated [●], 2023.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are each Initial Purchaser is acting solely as underwriters initial purchaser in connection with the purchase and sale of the Company’s securitiesSecurities. The Company further acknowledges that the Underwriters are each Initial Purchaser 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 Initial Purchasers act or be responsible as a fiduciary to the Company, the directors, director nominees, officersCompany or their management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the purchase and sale of the Company’s securitiesSecurities, either before or after the date hereof. The Underwriters Initial Purchasers 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 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 Initial Purchasers 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 securitiesSecurities, 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 either of the Company may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary, advisory 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 Selling Stockholders each hereby acknowledges acknowledge that the Underwriters are Underwriter is acting solely as underwriters underwriter in connection with the purchase and sale of the Company’s 's securities. The Company and the Selling Stockholders each further acknowledges acknowledge that the Underwriters are Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s 's length basis, and in no event do the parties intend that the Underwriters Underwriter act or be responsible as a fiduciary to the CompanyCompany or any Selling Stockholder, the directors, director nominees, officerstheir respective management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Underwriter may undertake or have undertaken in furtherance of the purchase and sale of the Company’s 's securities, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the CompanyCompany or any Selling Stockholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Stockholders each hereby confirms its confirm their understanding and agreement to that effect. The Company Company, the Selling Stockholders 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 or any Selling Stockholder 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 CompanyCompany or any Selling Stockholder. The Company and the Underwriters agree that the Underwriters are acting as principal Selling Stockholders each hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that the Company or any Selling Stockholder may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company or any Selling Stockholder 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 Initial Purchaser is acting solely as underwriters initial purchaser in connection with the purchase and sale of the Company’s securities. The Company further 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, and in no event do the parties intend that the Underwriters Initial Purchaser act or be responsible as a fiduciary to the Company, the directors, director nominees, officersits management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the purchase and sale of the Company’s securities, either before or after the date hereof. The Underwriters Initial Purchaser 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 and the Underwriters 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 Initial Purchaser 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 and the Underwriters Initial Purchaser agree that the Underwriters are Initial Purchaser is acting as principal and not the agent or fiduciary of the Company, Company and no Underwriter the Initial Purchaser has not assumed, and none of them Initial Purchaser 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 any Underwriter Initial Purchaser 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 Initial Purchaser with respect to any breach or alleged breach of any 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 purchase and sale of the CompanyCorporation’s securitiessecurities contemplated hereby. The Company Corporation further 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 CompanyCorporation, the directorsits management, director nominees, officers, stockholders shareholders 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 such purchase and sale of the CompanyCorporation’s securities, 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 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 Corporation and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, Corporation and no Underwriter has assumed, and none of them no Underwriter will assume, any advisory responsibility in favor favour of the Company Corporation 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 Corporation on other matters). The Company hereby waives and releases, to If this letter accurately reflects the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach terms of any fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated which we are to enter into and are agreed to by you, please communicate your acceptance by executing the enclosed copies of this Agreement or any matters leading up letter where indicated and returning them to such transactions.us. Yours very truly, TD SECURITIES INC. By: (Authorized Signatory) Accepted and agreed to by the undersigned as of the date of this letter first written above. ATLANTIC POWER CORPORATION By: President and Chief Executive Officer

No Fiduciary Relationship. The Company Issuers and Guarantors hereby acknowledges acknowledge that the Underwriters Initial Purchasers are acting solely as underwriters initial purchasers in connection with the purchase and sale of the Company’s securitiesSecurities. The Company Issuers and Guarantors further acknowledges 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, 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 and Guarantors, the directorstheir management, director nomineesstockholders, officers, stockholders or creditors of the Company 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 purchase and sale of the Company’s securitiesSecurities, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to the CompanyIssuers and Guarantors, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Issuers and Guarantors hereby confirms its confirm their understanding and agreement to that effect. The Company Issuers and the Underwriters Guarantors and each 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 any Initial Purchaser to the Company Issuers and 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 securitiesSecurities, do not constitute advice or recommendations to the CompanyIssuers and Guarantors. The Company Issuers and the Underwriters agree that the Underwriters are acting as principal Guarantors hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that the Company such Issuers and Guarantors may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company Issuers and Guarantors 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 Guarantors 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 Guarantors and the Initial Purchasers. Very truly yours, XXXXX ENERGY PARTNERS, L.P. By: HEP Logistics Holdings, L.P., its general partner By: Xxxxx Logistic Services L.L.C., its general partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President and Chief Financial Officer XXXXX ENERGY FINANCE CORP. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President and Chief Financial Officer GUARANTORS: HEP LOGISTICS GP, L.L.C., a Delaware limited liability company By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its general partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its general partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President and Chief Financial Officer XXXXX ENERGY PARTNERS-OPERATING, L.P., a Delaware limited partnership By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its sole member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its general partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its general partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President and Chief Financial Officer HEP PIPELINE GP, L.L.C., a Delaware limited liability company HEP REFINING GP, L.L.C., a Delaware limited liability company HEP MOUNTAIN HOME, L.L.C., a Delaware limited liability company HEP PIPELINE, L.L.C., a Delaware limited liability company HEP REFINING, L.L.C., a Delaware limited liability company HEP XXXXX CROSS, L.L.C., a Delaware limited liability company LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company HEP SLC, LLC, a Delaware limited liability company HEP TULSA LLC, a Delaware limited liability company ROADRUNNER PIPELINE, L.L.C., a Delaware limited liability company Each by: Xxxxx Energy Partners—Operating, L.P., a Delaware limited partnership and its sole member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its general partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its sole member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its general partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its general partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President and Chief Financial Officer HEP FIN-TEX/TRUST RIVER, L.P., a Texas limited partnership HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership Each by: HEP Pipeline GP, L.L.C., a Delaware limited liability company and its general partner By: Xxxxx Energy Partners—Operating, L.P., a Delaware limited partnership, its sole member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its general partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its sole member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its general partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its general partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President and Chief Financial Officer HEP REFINING ASSETS, L.P., a Delaware limited partnership By: HEP Refining GP, L.L.C., a Delaware limited liability company and its general partner By: Xxxxx Energy Partners—Operating, L.P., a Delaware limited partnership, its sole member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its general partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its sole member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its general partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its general partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President and Chief Financial Officer Accepted as of the date hereof on its own behalf and as Representative of the several Initial Purchasers listed on Schedule I: UBS SECURITIES LLC By: /s/ Xxxxxxxxx Xxxxx-Xxxxx Name/Title Xxxxxxxxx Xxxxx-Xxxxx, Managing Director By: /s/ Xxxxxxx Xxxxxx Name/Title Xxxxxxx Xxxxxx, Director SCHEDULE I Principal Amount of Notes Initial Purchaser to be Purchased UBS Securities LLC $ 67,500,000 Banc of America Securities LLC $ 30,000,000 Xxxxxxx, Xxxxx & Co. $ 30,000,000 BBVA Securities Inc. $ 3,750,000 Capital One Southcoast, Inc. $ 3,750,000 Comerica Securities, Inc. $ 3,750,000 Mitsubishi UFJ Securities (USA), Inc. $ 3,750,000 PNC Capital Markets LLC $ 3,750,000 U.S. Bancorp Investments, Inc. $ 3,750,000 Total $ 150,000,000 SCHEDULE II Jurisdiction of Subsidiary Organization Equity Holder and % Held by Each HEP Fin-Tex/Trust-River, L.P. Texas Xxxxx Energy Partners—Operating, L.P. (99.999% limited partner) HEP Pipeline GP, L.L.C. (0.001% general partner) HEP Logistics GP, L.L.C. Delaware Xxxxx Energy Partners, L.P. (100%) HEP Mountain Home, L.L.C. Delaware Xxxxx Energy Partners—Operating, L.P. (100%) HEP Navajo Southern, L.P. Delaware Xxxxx Energy Partners—Operating, L.P. (99.999% limited partner) HEP Pipeline GP, L.L.C. (0.001% general partner) HEP Pipeline, L.L.C. Delaware Xxxxx Energy Partners—Operating, L.P. (100%) HEP Pipeline Assets, Limited Partnership Delaware Xxxxx Energy Partners—Operating, L.P. (99.999% limited partner) HEP Pipeline GP, L.L.C. (0.001% general partner) HEP Pipeline GP, L.L.C. Delaware Xxxxx Energy Partners—Operating, L.P. (100%) HEP Refining, L.L.C. Delaware Xxxxx Energy Partners—Operating, L.P. (100%) HEP Refining Assets, L.P. Delaware Xxxxx Energy Partners—Operating, L.P. (99.999% limited partner) HEP Refining GP, L.L.C. (0.001% general partner) HEP Refining GP, L.L.C. Delaware Xxxxx Energy Partners—Operating, L.P. (100%) HEP SLC, LLC Delaware Xxxxx Energy Partners—Operating, L.P. (100%) HEP Tulsa LLC Delaware Xxxxx Energy Partners—Operating, L.P. (100%) HEP Xxxxx Cross, L.L.C. Delaware Xxxxx Energy Partners—Operating, L.P. (100%) Xxxxx Energy Finance Corp. Delaware Xxxxx Energy Partners, L.P. (100%) Xxxxx Energy Partners—Operating, L.P. Delaware Xxxxx Energy Partners, L.P. (99.999% limited partner) HEP Logistics GP, L.L.C. (0.001% general partner) Lovington-Artesia, L.L.C. Delaware Xxxxx Energy Partners—Operating, L.P. (100%) Roadrunner Pipeline, L.L.C. Delaware Xxxxx Energy Partners—Operating, L.P. (100%) ANNEX I

No Fiduciary Relationship. The Company and the Guarantors hereby acknowledges acknowledge that the Underwriters are each Initial Purchaser is acting solely as underwriters initial purchaser in connection with the purchase and sale of the Company’s securitiesSecurities. The Company and the Guarantors further acknowledges acknowledge that the Underwriters are Initial Purchaser is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s 's length basis, and in no event do the parties intend that the Underwriters Initial Purchaser act or be responsible as a fiduciary to either the Company, the directors, director nominees, officersGuarantors or their respective management, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters Initial Purchaser may undertake or have undertaken in furtherance of the purchase and sale of the Company’s securitiesSecurities, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to either the CompanyCompany or the Guarantors, 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 Company, the Guarantors 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 Initial Purchasers to the Company and the Guarantors 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 CompanyCompany and the Guarantors. The Company and the Underwriters agree that the Underwriters are acting as principal Guarantors hereby waive 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 releasesrelease, to the fullest extent permitted by law, any claims that either of the Company or the Guarantors may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary, advisory 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 Each Capital Party hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities. The Company Each Capital Party further 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 CompanyCompany or the other Capital Parties, the directorstheir respective management, director nominees, officers, stockholders shareholders 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 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 CompanyCompany or any other Capital Party, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Capital Parties hereby confirms its confirm their understanding and agreement to that effect. The Company Capital Parties and the Underwriters agree that they the Company and the Underwriters 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 Capital Parties and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, Company or any other Capital Party and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company or any other Capital Party 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 Each Capital Party hereby waives and releases, to the fullest extent permitted by law, any claims that the Company such Capital Party may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company such Capital Party in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Companies hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s PifCo securities. The Company Companies further acknowledges acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement 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 CompanyCompanies, the directors, director nominees, officerstheir respective management, 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 purchase and sale of the Company’s Companies’ securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCompanies, either in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions, and the Company Companies hereby confirms its confirm their understanding and agreement to that effect. The Company Companies 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 Companies regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company’s Companies’ securities, do not constitute advice or recommendations to the CompanyCompanies. 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 Companies 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 releaseswaive, to the fullest extent permitted by law, any claims that the Company they may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to either of the Company Companies in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions.