Common use of Partial Unenforceability Clause in Contracts

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the parties hereto in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President of Finance, Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000 1. The number of Underwritten Shares: 2,400,000 shares of Common Stock. 2. The number of Option Shares: up to 360,000 shares of Common Stock. 3. The number of Shares: up to 2,760,000 shares of Common Stock. 4. The initial public offering price of the Shares: $71.25 per share of Common Stock. 5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the parties hereto Agents and the Company in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: /s/ D. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: D. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: President and Chief Executive Vice President of Finance, Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. KeyBanc Capital Markets Inc. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK▇▇▇▇▇▇, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇ & Company, Incorporated By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇ Title: Managing Director BMO Capital Markets Corp. By: /s/ ▇▇▇▇▇▇▇▇ ▇▇ Name: ▇▇▇▇▇▇▇▇ FARGO BANK▇▇ Title: Managing Director ▇▇▇▇▇ Fargo Securities, NATIONAL ASSOCIATION LLC By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director Capital One Securities, Inc. By: BANK OF MONTREAL By: /s/ ▇/s/▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 Director ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000 1. The number of Underwritten SharesBy: 2,400,000 shares of Common Stock. 2. The number of Option Shares: up to 360,000 shares of Common Stock. 3. The number of Shares: up to 2,760,000 shares of Common Stock. 4. The initial public offering price of the Shares: $71.25 per share of Common Stock. 5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇▇ Sachs & Co. LLC By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Managing Director BofA Securities, Inc. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution-Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between National Health Investors, Inc. (the “Company”) and [ ] dated March 19, 2020 (the “Agreement”), I hereby request on behalf of the Company that [ ] sell up to [ ] of the Company’s common stock, par value $0.01 per share, at a minimum market price of $ per share. [ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES THE SECURITIES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY [ ], AND/OR THE CAPACITY IN WHICH [ ] MAY ACT IN SELLING SECURITIES (AS PRINCIPAL, AGENT, OR BOTH)] ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. : ▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇: ▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇: ▇▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, then to the extent practicable there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to indicate your acceptance of this Agreement by signing in the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the parties hereto in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INCspace provided below. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President of Finance, Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Financial Officer Accepted as of the date first above writtenhereof: Initial Purchasers named in Schedule 1 hereto By: BOFA SECURITIES▇▇▇▇▇ Fargo Securities, INCLLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President By: KeyBanc Capital Markets Inc. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair Managing Director By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIESRBC Capital Markets, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇ Fargo Securities, LLC $ 85,938,000 KeyBanc Capital Markets Inc. 33,854,000 SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities33,854,000 RBC Capital Markets, LLC 456,000 28,646,000 BMO Capital Markets Corp. 384,000 Regions 15,625,000 Capital One Southcoast, Inc. 15,625,000 Mitsubishi UFJ Securities (USA), Inc. 15,625,000 U.S. Bancorp Investments, Inc. 10,417,000 Brean Capital, LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇5,208,000 Global Hunter Securities, ▇▇▇▇▇LLC 5,208,000 Total $ 250,000,000 ▇▇▇ & CompanyEnergy I, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇LLC ▇▇▇ Securities LLC 600,000 90,000 ▇▇Energy Operating Corp. ▇▇▇ Fargo SecuritiesEnergy IV, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000 1. The number PennTex Resources Illinois, Inc. R.E. Gas Development, LLC Pricing Supplement dated December 7, 2012 to the Preliminary Offering Memorandum dated November 13, 2012 of Underwritten Shares: 2,400,000 shares of Common Stock. 2. The number of Option Shares: up to 360,000 shares of Common Stock. 3. The number of Shares: up to 2,760,000 shares of Common Stock. 4. The initial public offering price of the Shares: $71.25 per share of Common Stock. 5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇Energy Corporation. ▇▇▇▇▇▇, ▇▇This Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum. ▇▇▇▇▇▇ ▇The information in this Pricing Supplement supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Offering Memorandum.

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the parties hereto Underwriters and the Company in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President of Finance, & Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ Title: Vice President & Treasurer CONFIRMED AND ACCEPTED as of the date first above written: ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED RBC CAPITAL MARKETS, LLC SCOTIA CAPITAL (USA) INC. By: ▇▇▇▇▇▇▇ FARGO SECURITIESLYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Executive Director Authorized Signatory By: BMO SCOTIA CAPITAL MARKETS CORP(USA) INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ For themselves and as Representatives of the several Underwriters named in Schedule A hereto. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANKLynch, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing DirectorPierce, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo SecuritiesIncorporated U.S.$ 100,000,000 U.S.$ 100,000,000 RBC Capital Markets, LLC 600,000 90,000 100,000,000 100,000,000 Scotia Capital (USA) Inc. 100,000,000 100,000,000 BMO Capital Markets Corp. 600,000 90,000 50,000,000 50,000,000 CIBC World Markets Corp. 50,000,000 50,000,000 AltaCorp Capital (U.S.A.) Inc. 17,000,000 17,000,000 BNP Paribas Securities Corp. 17,000,000 17,000,000 National Bank of Canada Financial Inc. 17,000,000 17,000,000 RBS Securities Inc. 17,000,000 17,000,000 TD Securities (USA) LLC 17,000,000 17,000,000 ANZ Securities, Inc. 7,500,000 7,500,000 Mizuho Securities USA Inc. 7,500,000 7,500,000 Total 2,400,000 360,000U.S.$ 500,000,000 U.S.$ 500,000,000 (1. The number of Underwritten Shares: 2,400,000 shares of Common Stock. 2. The number of Option Shares: up to 360,000 shares of Common Stock. 3. The number of Shares: up to 2,760,000 shares of Common Stock. 4. ) The initial public offering price of the Shares: $71.25 per share 2023 Debentures shall be 99.899% of Common Stockthe principal amount thereof, plus accrued interest, if any, from the date of issuance. 5. (2) The purchase price to be paid by the Underwriters for the 2023 Debentures shall be 99.249% of the principal amount thereof. (3) The interest rate on the 2023 Debentures shall be 3.500% per annum. (1) The initial forward sale public offering price of the Borrowed Underwritten Shares2043 Debentures shall be 99.238% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. (2) The purchase price to be paid by the Underwriters for the 2043 Debentures shall be 98.363% of the principal amount thereof. (3) The interest rate on the 2043 Debentures shall be 4.900% per annum. Issuer: $68.40 per share of Common StockAgrium Inc. Agrium Inc. Format: SEC Registered - Registration Statement No. None333-180315 SEC Registered - Registration Statement No. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇333-180315 Ranking: Senior Unsecured Senior Unsecured Trade Date: May 28, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇2013 May 28, 2013 Settlement Date: May 31, 2013 (T + 3) May 31, 2013 (T + 3) Maturity Date: June 1, 2023 June 1, 2043 Aggregate Principal Amount Offered: U.S.$500,000,000 U.S.$500,000,000 Coupon: 3.500% 4.900% Price to Public (Issue Price): 99.899% 99.238%

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. enforceable.[Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the parties hereto in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President of Finance, Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: BMO Capital Markets Corp. KeyBanc Capital Markets Inc. By: BOFA SECURITIES, INC. /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Associate Director, Payment & Securities Operations Title: Director, Equity Capital Markets BofA Securities, Inc. Regions Securities LLC By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair ByName: ▇.▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ SECURITIES LLC Title: Managing Director Title: Managing Director - ECM Capital One Securities, Inc. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director Title: Managing Director Huntington Securities, Inc. ▇▇▇▇▇ Fargo Securities, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward SellersSenior Managing Director Title: Managing Director ▇.▇. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. ▇▇▇▇▇▇ Securities LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director ByAs Agents CONFIRMED AND ACCEPTED, as of the date first above written: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION Bank of Montreal KeyBanc Capital Markets Inc. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Associate Director, Payment & Securities Operations Title: Director, Equity Capital Markets Bank of America, N.A. Regions Securities LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Managing Director ByTitle: Managing Director - ECM JPMorgan Chase Bank, National Association ▇▇▇▇▇ FARGO BANKFargo Bank, NATIONAL ASSOCIATION National Association By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets Director As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution—Placement Notice Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement among National Health Investors, Inc. (the “Company”), the Agents and the Forward Purchasers, dated March 16, 2023 (the “Agreement”), I hereby request on behalf of the Company that [ ] sell Securities on consistent with the following terms: Manner of Sale: Agent to act as [principal][sales agent for the Company][forward seller for the related Forward Purchaser] Minimum number of Securities to be sold: [•] First day of sales: [•] Last day of sales: [•] Hedge completion date deadline: [•] Aggregate maximum [number of shares][gross sales price of shares] to be sold: [$][•] Minimum price per share1: $[•] Commission: [•]% Spread: [•]% Stock Loan Fee: [•]% Stock Borrow Event threshold: [•]% Maturity Date: [•], 20[•] Threshold amount: $[•] Forward Price Reduction Dates / Amounts ($): [•], 20[•] / $[•] [•], 20[•] / $[•] [•], 20[•] / $[•] [•], 20[•] / $[•] Any other limitation on number of Securities to be sold: [•] Other deviations from form of Confirmation: [•] Capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement or the Form of Registered Forward Confirmation set forth in Exhibit G to the Agreement. BofA Securities1 Adjustable by the Company until the forward hedge completion date deadline. National Health Investors, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000 1. The number of Underwritten Shares: 2,400,000 shares of Common Stock. 2. The number of Option Shares: up to 360,000 shares of Common Stock. 3. The number of Shares: up to 2,760,000 shares of Common Stock. 4. The initial public offering price of the Shares: $71.25 per share of Common Stock. 5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇Inc.:

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the parties hereto Initial Purchasers and the Company in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President of Finance, Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC PETROLEUM DEVELOPMENT CORPORATION By: /s/ ▇▇▇▇▇▇ ▇▇▇ . ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇ . ▇▇▇▇▇▇ Title: Vice President ByGeneral Counsel and Secretary CONFIRMED AND ACCEPTED, as of the date first above written: ▇▇▇▇▇ FARGO SECURITIES, LLC ▇▇▇▇▇▇▇ LYNCH, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: Authorized Signatory ▇▇▇▇▇▇▇ LYNCH, ▇▇▇▇▇▇, ▇▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. & ▇▇▇▇▇ INCORPORATED By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets Director For themselves, in their respective capacities themselves and as Representatives Representative of the other Underwriters Initial Purchasers named in Schedule Exhibit A hereto and as Forward Sellershereto. CONFIRMED AND ACCEPTED, as Name of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ Initial Purchaser Securities ▇▇▇▇▇ Fargo Securities, LLC $ 45,000,000 ▇▇▇▇▇▇▇ Name: Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANKIncorporated 25,000,000 BMO Capital Markets Corp. 4,000,000 BBVA Securities Inc. 4,000,000 BNP Paribas Securities Corp. 4,000,000 Credit Agricole Securities (USA) Inc. 4,000,000 RBS Securities Inc. 4,000,000 Scotia Capital (USA) Inc. 4,000,000 Global Hunter Securities, NATIONAL ASSOCIATION By: /s/ LLC 2,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇& Company L.L.C. 2,000,000 ▇▇▇▇▇▇▇▇▇ Title: Managing Director By: Capital Partners, LLC 2,000,000 Total $ 100,000,000 ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo SecuritiesNatural Gas Company West Virginia Corporation Unioil Nevada Corporation PDC Mountaineer, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Delaware Limited Liability Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000 1. The number of Underwritten Shares: 2,400,000 shares of Common Stock. 2. The number of Option Shares: up to 360,000 shares of Common Stock. 3. The number of Shares: up to 2,760,000 shares of Common Stock. 4. The initial public offering price of the Shares: $71.25 per share of Common Stock. 5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, then to the extent practicable there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to indicate your acceptance of this Agreement by signing in the Company a counterpart space provided below. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Financial Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Financial Officer Accepted as of the date hereof: Initial Purchasers named in Schedule 1 hereto By: RBC Capital Markets, whereupon this instrument, along with all counterparts, will become a binding agreement among the parties hereto in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Managing Director By: KeyBanc Capital Markets Inc. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President of Finance, Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair Managing Director By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK▇▇▇▇▇ Fargo Securities, NATIONAL ASSOCIATION LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo SecuritiesVice President RBC Capital Markets, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 $ 25,000,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000 1. The number of Underwritten Shares: 2,400,000 shares of Common Stock. 2. The number of Option Shares: up to 360,000 shares of Common Stock. 3. The number of Shares: up to 2,760,000 shares of Common Stock. 4. The initial public offering price of the Shares: $71.25 per share of Common Stock. 5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇16,667,000 SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 16,667,000 ▇▇▇▇▇ Fargo Securities, LLC 16,667,000 BMO Capital Markets Corp. 7,292,000 Mitsubishi UFJ Securities (USA), Inc. 7,292,000 Capital One Southcoast, Inc. 4,166,000 U.S. Bancorp Investments, Inc. 4,166,000 ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇& Co. Inc. 2,083,000 Total $ 100,000,000 ▇▇▇ ▇▇Energy I, LLC ▇▇▇ ▇. ▇. Energy Operating Corp. ▇▇▇ Energy IV, LLC PennTex Resources Illinois, Inc. R.E. Gas Development, LLC Pricing Supplement dated April 23, 2013 to the Preliminary Offering Memorandum dated April 23, 2013 of ▇▇▇▇▇ Energy Corporation. This Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum. The information in this Pricing Supplement supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Offering Memorandum.

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. Table of Contents Table of Contents If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the parties hereto Underwriters and the Company in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: PETROLEUM DEVELOPMENT CORPORATION By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Senior Vice President – Corporate Development Table of Finance, Chief Financial Officer and Treasurer Contents CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇LYNCH, PIERCE, ▇▇▇▇▇▇ Title: Vice Chair By: & ▇▇▇▇▇ INCORPORATED ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: ▇▇▇▇▇ FARGO SECURITIES, LLC ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By /s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By /s/ ▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇ FARGO SECURITIES, LLC By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIESDirector For themselves and as Representatives of the Underwriters named in Exhibit A hereto. Table of Contents Dated as of , LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇2012 ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-HeadLynch, Global Equity Capital Markets For themselvesPierce, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000 1. The number of Underwritten Shares: 2,400,000 shares of Common Stock. 2. The number of Option Shares: up to 360,000 shares of Common Stock. 3. The number of Shares: up to 2,760,000 shares of Common Stock. 4. The initial public offering price of the Shares: $71.25 per share of Common Stock. 5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇Incorporated

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among amongst the parties hereto Company, the Guarantor Subsidiary and the Underwriters in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Managing Director and Chief Financial Officer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President of FinanceSenior Managing Director, Chief Financial Legal Officer and Treasurer CONFIRMED AND ACCEPTED, Secretary The foregoing Agreement is hereby confirmed and accepted on behalf of each of the Underwriters as of the date first above written: By: BOFA SECURITIES, INCfirst-written above. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair Executive Director By: ▇.▇. /s/ ▇▇▇▇▇▇ SECURITIES LLC ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC Managing Director By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. Managing Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇Name of Underwriter Amount of Initial Securities ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇& Co. LLC $ 16,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director& Co. LLC $ 16,000,000 RBC Capital Markets, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ LLC $ 16,000,000 UBS Securities LLC 456,000 $ 16,000,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇$ 16,000,000 ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000 1. The number of Underwritten Shares: 2,400,000 shares of Common Stock. 2. The number of Option Shares: up to 360,000 shares of Common Stock. 3. The number of Shares: up to 2,760,000 shares of Common Stock. 4. The initial public offering price of the Shares: $71.25 per share of Common Stock. 5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇Inc. $ 10,000,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇& Co. $ 10,000,000 Total $ 100,000,000 1. Final Term Sheet, dated June 3, 2025, attached hereto as ▇▇▇▇▇ ▇. Registration Nos. 333-287734 and ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. -▇▇▇▇▇▇-▇▇ Issuer: PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Company”) Guarantee: The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by PennyMac Corp., a Delaware corporation (the “Guarantor”) Title of the Securities: 9.00% Senior Notes due 2030 Type of Offering: SEC Registered Initial Aggregate Principal Amount Being Offered: $100,000,000 Over-Allotment Option: Up to $15,000,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount.

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among amongst the parties hereto Company, the Guarantor Subsidiary and the Underwriters in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Managing Director and Chief Financial Officer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President of FinanceSenior Managing Director, Chief Financial Legal Officer and Treasurer CONFIRMED AND ACCEPTED, Secretary The foregoing Agreement is hereby confirmed and accepted on behalf of each of the Underwriters as of the date first above written: By: BOFA SECURITIES, INCfirst-written above. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Associate Director By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC Managing Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Managing Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇& Co. LLC $ 24,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director& Co. LLC $ 24,000,000 RBC Capital Markets, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ LLC $ 24,000,000 UBS Securities LLC 456,000 $ 24,000,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇$ 24,000,000 ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000 1. The number of Underwritten Shares: 2,400,000 shares of Common Stock. 2. The number of Option Shares: up to 360,000 shares of Common Stock. 3. The number of Shares: up to 2,760,000 shares of Common Stock. 4. The initial public offering price of the Shares: $71.25 per share of Common Stock. 5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇Inc. $ 15,000,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇& Co. $ 15,000,000 Total $ 150,000,000 1. Final Term Sheet, dated February 4, 2025, attached hereto as ▇▇▇▇▇ ▇. Registration Nos. 333-280211 and ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. -▇▇▇▇▇▇-▇▇ Issuer: PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Company”) Guarantee: The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by PennyMac Corp., a Delaware corporation (the “Guarantor”) Title of the Securities: 9.00% Senior Notes due 2030 Type of Offering: SEC Registered Initial Aggregate Principal Amount Being Offered: $150,000,000 Over-Allotment Option: Up to $22,500,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount.

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement, the applicable Terms Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereofhereof or thereof. If any section, paragraph or provision of this Agreement or the applicable Terms Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, instrument will become a binding agreement among the parties hereto Company and the several Underwriters in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INCROYAL CARIBBEAN CRUISES LTD. By: /s/ N▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President of Finance, Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: N▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director Chief Financial Officer Accepted as of the date hereof: By: BMO CAPITAL MARKETS CORPBOFA SECURITIES, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇R▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇R▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. G▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇S▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Securities, Inc. 600,000 90,000 CO. LLC By: /s/ J▇.▇. ▇▇▇▇▇▇ Securities LLC 600,000 90,000 ▇▇▇▇▇ Fargo Securities, LLC 600,000 90,000 BMO Capital Markets Corp. 600,000 90,000 Total 2,400,000 360,000 1. The number of Underwritten Shares: 2,400,000 shares of Common Stock. 2. The number of Option Shares: up to 360,000 shares of Common Stock. 3. The number of Shares: up to 2,760,000 shares of Common Stock. 4. The initial public offering price of the Shares: $71.25 per share of Common Stock. 5. The initial forward sale price of the Borrowed Underwritten Shares: $68.40 per share of Common Stock. None. W. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: J▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: M▇▇▇▇▇ S▇▇▇▇▇▇ & CO. LLC By: /s/ T▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: T▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director On behalf of each of the Underwriters To: Royal Caribbean Cruises Ltd. 1▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ Miami, Florida 33132 Ladies and Gentlemen: We (the “Representatives”) understand that Royal Caribbean Cruises Ltd., a Liberian corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the underwriting agreement dated September 22, 2025 between the Company and BofA Securities, Inc., G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC and M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC (the “Underwriting Agreement”), to issue and sell $1,500,000,000 principal amount of its 5.375% Senior Notes due 2036 (the “Notes” or “Underwritten Securities”). Subject to the terms and conditions stated herein and in the Underwriting Agreement, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective amounts of Underwritten Securities set forth below opposite their respective names, to the extent any are purchased, at the purchase price set forth below. M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC $ 152,723,000 BofA Securities, Inc. 152,677,000 G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC 152,677,000 BNP Paribas Securities Corp. 69,231,000 Citigroup Global Markets Inc. 69,231,000 J.▇. ▇▇▇▇▇▇ Securities LLC 69,231,000 Mizuho Securities USA LLC 69,231,000 PNC Capital Markets LLC 69,231,000 Scotia Capital (USA) Inc. 69,231,000 SMBC Nikko Securities America, Inc. 69,231,000 Truist Securities, Inc. 69,231,000 BBVA Securities Inc. 40,385,000 CIBC World Markets Corp. 40,385,000 Citizens JMP Securities, LLC 40,385,000 DNB Markets, Inc. 40,385,000 Fifth Third Securities, Inc. 40,385,000 Lloyds Securities Inc. 40,385,000 NatWest Markets Securities Inc. 40,385,000 Regions Securities LLC 40,385,000 Commerz Markets LLC 19,615,000 HSBC Securities (USA) Inc. 19,615,000 Huntington Securities, Inc. 19,615,000 Nordea Bank Abp 19,615,000 R. ▇▇▇▇▇▇▇ & Co., LLC 19,615,000 Santander US Capital Markets LLC 19,615,000 SG Americas Securities, LLC 19,615,000 CaixaBank, S.A. 9,230,000 DZ Financial Markets LLC 9,230,000 SEB Securities, Inc. 9,230,000 Total $ 1,500,000,000 $1,500,000,000 5.375% Senior Notes due 2036 The Notes shall have the following terms: Title of Securities: Senior Notes Currency: United States Dollars Principal amount to be issued: $1,500,000,000 Current unsecured debt ratings: [Intentionally Omitted] Interest rate or formula: 5.375% Interest payment dates: January 15 and July 15 of each year, commencing January 15, 2026 Record Dates: January 1 and July 1 of each year Stated maturity date: January 15, 2036 Redemption or repayment provisions: None, except as provided by Sections 1108 and 1109 of the indenture dated as of July 31, 2006 (the “Base Indenture”), as supplemented by the Fourth Supplemental Indenture, to be dated October 1, 2025 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Sinking fund requirements: None Initial public offering price: 99.852% plus accrued interest, if any, from October 1, 2025 Purchase price: 99.202% plus accrued interest, if any, from October 1, 2025 (payable in same day funds) Conversion provisions: None Defeasance provisions: The provisions of Sections 403 and 1004 of the Base Indenture relating to defeasance shall apply to the Underwritten Securities Other terms: The covenants set forth in the Prospectus Supplement and the Indenture shall apply to the Underwritten Securities Applicable Time: 3:20 p.m. (Eastern time) on September 22, 2025 Representatives of the Underwriters: BofA Securities, Inc. O▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC 1▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Closing Time and location: 10:00 a.m., October 1, 2025 at Cravath, Swaine & M▇▇▇▇ LLP, Two Manhattan West, 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Exchange Listing: The Underwritten Securities may be listed on TISE. Issuer Free Writing Prospectus (referred to in Section 1(a)(iii) of the Underwriting Agreement): Final term sheet dated September 22, 2025 Company Additional Written Communication: Electronic (DealRoadshow) road shows of the Company prior to and after launch relating to the offering of the Underwritten Securities Except to the extent amended hereby, the provisions contained in the Underwriting Agreement are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein and each of the representations, warranties and covenants set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, provided that each reference therein to (1) Prospectus shall be to the Prospectus Supplement, dated September 22, 2025, together with the Base Prospectus, dated February 29, 2024, (2) Preliminary Prospectus shall be to the Preliminary Prospectus Supplement, dated September 22, 2025, together with the Base Prospectus, dated February 29, 2024, as amended and supplemented immediately prior to the Applicable Time, and (3) Issuer Free Writing Prospectus shall be to any Issuer Free Writing Prospectus specifically referred to in this Terms Agreement. Terms defined in the Underwriting Agreement are used herein as therein defined. All of the Company’s direct and indirect Significant Subsidiaries are set forth on Schedule A hereto. The Underwritten Securities will be issued only in book-entry form through the facilities of The Depository Trust Company (the “Depository”). Delivery of the Underwritten Securities will be made through the book-entry facilities of the Depository for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking S.A. Please accept this offer by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, Acting on behalf of themselves and each of the other named Underwriters By: BOFA SECURITIES, INC. By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: G▇▇▇▇▇▇ S▇▇▇▇ & CO. LLC By: /s/ J▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: J▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇ Title: Managing Director By: M▇▇▇▇▇ S▇▇▇▇▇▇ & CO. LLC By: /s/ T▇▇▇▇▇ ▇▇▇▇▇▇ Name: T▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ROYAL CARIBBEAN CRUISES LTD. By: /s/ N▇▇▇▇▇▇ ▇▇▇▇▇ Name: N▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer Issuer: Royal Caribbean Cruises Ltd. Principal Amount: $1,500,000,000 Gross Proceeds: $1,497,780,000 Maturity: January 15, 2036, unless earlier redeemed or repurchased Coupon (Interest Rate): 5.375% Price to the Public: 99.852% Yield to Maturity: 5.395% Spread to Benchmark Treasury: +125 basis points Benchmark Treasury: UST 4.250% due August 15, 2035 Benchmark Treasury Price and Yield: 100-27; 4.145% Interest Payment Dates: January 15 and July 15 of each year, commencing January 15, 2026 Interest Payment Record Dates: January 1 and July 1 of each year (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to, but excluding, the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the date of redemption In addition, on or after the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption