Common use of No Advisory or Fiduciary Relationship Clause in Contracts

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement and the process leading to such transaction, each Underwriter is acting solely as a principal and not as the agent or fiduciary of the Company or any of its affiliates; (iii) no Underwriter has assumed any advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions contemplated by this Agreement and the applicable Terms Agreement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter has any obligation to the Company or any of its affiliates with respect to any offering of Underwritten Securities except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; (iv) each Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; (v) no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and the applicable Terms Agreement, and the Company has consulted its own legal and financial advisors to the extent it deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriter or several Underwriters, on the other hand; (ii) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement and the process leading to such transaction, each Underwriter is acting solely as a principal and not as the agent or fiduciary of the Company or any of its affiliates; (iii) no Underwriter has assumed any advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions contemplated by this Agreement and the applicable Terms Agreement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter has any obligation to the Company or any of its affiliates with respect to any offering of Underwritten Securities except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; (iv) each Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; and (v) no Underwriter has provided any legal, accounting, regulatory or tax advice advise with respect to the transactions contemplated by this Agreement and the applicable Terms Agreement, and the Company has consulted its own legal and financial advisors to the extent it deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (ia) the purchase and sale sales price of the Underwritten Securities Shares to be sold pursuant to this Agreement will not be established by Agent, the applicable Terms Agreement and this AgreementForward Seller or the Forward Purchaser, including (b) the determination of the price for the Underwritten Securities and any related discounts and commissions, commissions to be paid pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and Agent, the several UnderwritersForward Seller and the Forward Purchaser, on the other hand; , (iic) in connection with each transaction any sale contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to any such transaction, each Underwriter of Agent, the Forward Seller and the Forward Purchaser is acting solely as a sales agent and/or principal in connection with the purchase and not as sale of the agent Shares and none of Agent, the Forward Seller or the Forward Purchaser is the fiduciary of the Company Company, or its stockholders, creditors, employees or any of its affiliates; other party, (iiid) no Underwriter has Agent, the Forward Seller and the Forward Purchaser have not assumed any or will not assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions sale contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has Agent, the Forward Seller or the Forward Purchaser have advised or is are currently advising the Company or any of its affiliates on other matters) and no Underwriter has Agent, the Forward Seller and the Forward Purchaser do not have any obligation to the Company or any of its affiliates with respect to any offering of Underwritten Securities sale contemplated hereby except the obligations expressly set forth in this Agreement Agreement, (e) Agent, the Forward Seller, the Forward Purchaser and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , and (vf) no Underwriter has Agent, the Forward Seller and the Forward Purchaser have not provided any legal, accounting, regulatory or tax advice with respect to the transactions any sale contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has consulted its own legal respective legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; and . Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (vi) irrespective of whether Agent, the Forward Seller or the Forward Purchaser have advised or are currently advising the Company on related or other matters). The Company agrees that it will not claim that Agent, the Forward Seller or the Forward Purchaser have rendered advisory services of any review by the Underwriters of nature or respect, or owes an agency, fiduciary or similar duty to the Company, in connection with such transaction or 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyprocess leading thereto.

No Advisory or Fiduciary Relationship. The Each of the Company and Selling Stockholders acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand; , and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement offering of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, any of the Selling Stockholders or any of its affiliates; their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates Selling Stockholder with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any of its affiliates Selling Stockholder with respect to any the offering of Underwritten the Securities except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; Company and each Selling Stockholder, (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the transactions contemplated by this Agreement and offering of the applicable Terms Agreement, Securities and the Company and each of the Selling Stockholders has consulted its own legal respective legal, accounting, financial, regulatory and financial tax advisors to the extent it deemed appropriate; appropriate and (vif) any review by none of the activities of the Underwriters of the Company, in connection with the transactions contemplated hereby herein constitutes a recommendation, investment advice or other matters relating to such transactions will be performed solely for solicitation of any action by the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach entity or alleged breach of agency natural person. Each Selling Stockholder further acknowledges and agrees that, although the Underwriters may provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures or fiduciary dutyother related documentation in connection with the offering, the Underwriters are not making a recommendation to any Selling Stockholder to participate in the offering or sell any Securities at the purchase price set forth in Schedule A, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.

No Advisory or Fiduciary Relationship. The Each of the Company and each Selling Stockholder hereby acknowledges and agrees that: (i) that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Underwritten Securities Offered Shares. The Company further acknowledges that the Underwriters are acting pursuant to the applicable Terms a contractual relationship created solely by this Agreement and this Agreement, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is entered into on an arm’s-arm’s length commercial transaction between the Company, on the one handbasis, and in no event do the several Underwritersparties intend that the Underwriters act or be responsible as a fiduciary to either the Company or its management, on the stockholders or creditors or any other hand; (ii) person in connection with each transaction contemplated by this Agreement any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the applicable Terms Agreement and Securities, either before or after the process leading date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to such transaction, each Underwriter is acting solely as a principal and not as the agent or fiduciary of the Company or any of its affiliates; (iii) no Underwriter has assumed any advisory or fiduciary responsibility Selling Stockholder, either in favor of the Company or any of its affiliates connection with respect to any of the transactions contemplated by this Agreement or any matters leading up to such transactions, and the applicable Terms Agreement Company and the Selling Stockholders hereby confirm their understanding and agreement to that effect. The 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 process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter has any obligation Underwriters to the Company or the Selling Stockholders regarding such transactions, including, but not limited to, any of its affiliates with respect to any offering of Underwritten Securities except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; (iv) each Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; (v) no Underwriter has provided any legal, accounting, regulatory opinions or tax advice views with respect to the transactions contemplated by this Agreement and price or market for the applicable Terms AgreementShares, and do not constitute advice or recommendations to the Company has consulted its own legal and financial advisors to or the extent it deemed appropriate; and (vi) 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 CompanySelling Stockholders. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the The Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof Selling Stockholders hereby waive and thereof. 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 Underwriter or several Underwriters with respect to any breach or alleged breach of agency any fiduciary or fiduciary dutysimilar 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 Advisory or Fiduciary Relationship. The Each of the Issuer and the Company acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the initial public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Issuer and the Company, on the one hand, and the several Underwriters, on the other hand; , (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement offering of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company or Issuer, the Company, any of its affiliates; subsidiaries, or their respective shareholders, creditors, employees or any other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Issuer or the Company or any of its affiliates with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Issuer or the Company or any of its affiliates subsidiaries on other matters) and no Underwriter has any obligation to the Issuer or the Company or any of its affiliates with respect to any the offering of Underwritten the Securities except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its affiliates their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Issuer and the Company; , and (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and offering of the applicable Terms AgreementSecurities, and the Issuer and the Company has have consulted its their own legal respective legal, accounting, regulatory and financial tax advisors to the extent it they deemed appropriate; and (vi) 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. This Agreement The Issuer and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Issuer and the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (ia) the purchase and sale Remarketing of the Underwritten Remarketed Securities pursuant to the applicable Terms this Remarketing Agreement and this Agreement, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersRemarketing Agents, on the other hand; , (iib) in connection with each transaction any Remarketing contemplated by this Remarketing Agreement and the applicable Terms Pricing Agreement and the process leading to any such transaction, each Underwriter Remarketing Agent is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, or its stockholders, creditors, employees or any of its affiliates; other party, (iiic) no Underwriter Remarketing Agent has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions such Remarketing contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter Remarketing Agent has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter Remarketing Agent has any obligation to the Company or any of its affiliates with respect to any offering of Underwritten Securities such Remarketing contemplated hereby except the obligations expressly set forth in this Remarketing Agreement and the applicable Terms Pricing Agreement; , (ivd) each Underwriter the Remarketing Agents and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , (ve) no Underwriter has the Company agrees that it will not claim that the Remarketing Agents, or any of them, 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 and (f) the Remarketing Agents have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: its subsidiaries acknowledge and agree that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the initial public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and its subsidiaries, on the one hand, and the several Underwriters, the Forward Purchaser and the Forward Seller, on the other hand; , (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement offering of the Securities and the process leading to such transactionthereto, each Underwriter of the Underwriters, the Forward Purchaser and the Forward Seller is and has been acting solely as a principal and is not as the agent or fiduciary of the Company or Company, any of its affiliates; subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (iiic) no Underwriter none of the Underwriters, the Forward Purchaser or the Forward Seller has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates subsidiaries with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Securities or the process leading thereto (irrespective of whether such Underwriter Underwriter, the Forward Purchaser or the Forward Seller has advised or is currently advising the Company or any of its affiliates subsidiaries on other matters) and no Underwriter none of the Underwriters, the Forward Purchaser or the Forward Seller has any obligation to the Company or any of its affiliates subsidiaries with respect to any the offering of Underwritten the Securities except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters, the Forward Purchaser, the Forward Seller and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company; Company and its subsidiaries, and (ve) no Underwriter none of the Underwriters, the Forward Purchaser, the Forward Seller or their legal counsel has provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the transactions contemplated by this Agreement and offering of the applicable Terms Agreement, Securities and the Company has and its subsidiaries have consulted its their own legal respective legal, accounting, regulatory and financial tax advisors to the extent it they deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: its subsidiaries acknowledge and agree that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms this Agreement and this Agreement, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is are an arm’s-length commercial transaction between among the CompanyCompany and its subsidiaries, on the one hand, and the several Underwriters, on the other hand; Forward Sellers, the Forward Purchasers and any affiliate or affiliates through which the Underwriters, the Forward Sellers or the Forward Purchasers may be acting, (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement offering of the Securities and the process leading to such transactionthereto, each Underwriter Underwriter, each Forward Seller and each Forward Purchaser is and has been acting solely as a principal and is not as the agent or fiduciary of the Company or Company, any of its affiliates; subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (iiic) no Underwriter Underwriter, Forward Seller or Forward Purchaser has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates subsidiaries with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Securities or the process leading thereto (irrespective of whether such Underwriter Underwriter, such Forward Seller or such Forward Purchaser has advised or is currently advising the Company or any of its affiliates subsidiaries on other matters) and no Underwriter Underwriter, Forward Seller or Forward Purchaser has any obligation to the Company or any of its affiliates subsidiaries with respect to any the offering of Underwritten the Securities except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters, the Forward Sellers or the Forward Purchasers and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company; Company and its subsidiaries, and (ve) no Underwriter none of the Underwriters, the Forward Sellers or the Forward Purchasers or their respective counsel has provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the transactions contemplated by this Agreement and offering of the applicable Terms Agreement, Securities and the Company has and its subsidiaries have consulted its their own legal respective legal, accounting, regulatory and financial tax advisors to the extent it they deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees each Guarantor named herein acknowledge and agree that: (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Guarantors, on the one hand, and the several Underwriters, on the other hand; (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company or any Guarantor, or any of its affiliatestheir respective stockholders, creditors or employees or any other party; (iiic) no Underwriter has assumed any nor will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates Guarantor with respect to any of the transactions offering contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates Guarantor on other matters) and no Underwriter has any obligation to the Company or any of its affiliates Guarantor with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; (ivd) each Underwriter the several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyCompany and the Guarantors and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has and the Guarantors have consulted its their own legal legal, accounting, regulatory and financial tax advisors to the extent it they deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company and each Guarantor hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or such Guarantor may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (i) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; , and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement, (ii) in connection with each transaction the offering contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, its subsidiaries or the Company’s shareholders, creditors, employees or any of its affiliates; other third party, (iii) no Underwriter has assumed any nor will it assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates subsidiaries with respect to any of the transactions offering contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or its subsidiaries on any of its affiliates on other matters) and no Underwriter has any obligation to the Company or any of its affiliates subsidiaries with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; , (iv) each Underwriter and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; Company or its subsidiaries and no Underwriter has any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, (v) the Company and its subsidiaries waive, to the fullest extent permitted by law, any claims the Company may have against any Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agree that no Underwriter shall have any liability (whether direct or indirect) to the Company or its subsidiaries in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including shareholders, employees or creditors of the Company, and (vi) no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has and the Bank consulted its their own legal legal, accounting, regulatory and financial tax advisors to the extent it they deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Each of the Company and the Operating Company hereby acknowledges that each of the Sales Agents, the Forward Sellers and agrees that: the Forward Purchasers is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Operating Company with respect to the offering of Shares contemplated hereby (iincluding in connection with determining the terms of the transactions contemplated hereby or the Forward Contracts) and owes the Company and the Operating Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any. Each of the Company and the Operating Company further acknowledges that each of the Sales Agents, the Forward Sellers and the Forward Purchasers is acting pursuant to a contractual relationship created solely by this Agreement and/or a Forward Contract, each entered into on an arm’s length basis, and that the Sales Agents, the Forward Sellers and the Forward Purchasers may have interests that differ from the Company and the Operating Company, and in no event do the parties intend that any of the Sales Agents, the Forward Sellers or the Forward Purchasers act or be responsible as a fiduciary to the Company or the Operating Company, or their management, stockholders or creditors or any other person in connection with any activity that the Sales Agents, the Forward Sellers and the Forward Purchasers may undertake or have undertaken in furtherance of the purchase and sale of the Underwritten Securities Company’s or the Operating Company’s securities, either before or after the date hereof. The transactions contemplated hereby and/or pursuant to a Forward Contract do not constitute a recommendation, investment advice, or solicitation of any action by the applicable Terms Agreement Sales Agents, the Forward Sellers or the Forward Purchasers. The Sales Agents, the Forward Sellers and this Agreement, including the determination of Forward Purchasers hereby expressly disclaim any fiduciary or similar obligations to the price for Company and the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Operating Company, on the one hand, and the several Underwriters, on the other hand; (ii) either in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement and the process leading to such transaction, each Underwriter is acting solely as a principal and not as the agent or fiduciary of the Company or any of its affiliates; (iii) no Underwriter has assumed any advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions contemplated by this Agreement Agreement, a Forward Contract or any matters leading up to such transactions, and each of the Company and the applicable Terms Agreement or Operating Company hereby confirms its understanding and agreement to that effect. The Company and the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising Operating Company, the Company or any of its affiliates on other matters) Sales Agents and no Underwriter has any obligation to the Company or any of its affiliates Forward Sellers agree that they are each responsible for making their own independent judgments with respect to any offering of Underwritten Securities except such transactions and that any opinions or views expressed by the obligations expressly set forth in this Agreement Sales Agents, the Forward Sellers or the Forward Purchasers, as the case may be, to the Company and the applicable Terms Agreement; (iv) each Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; (v) no Underwriter has provided Operating Company regarding such transactions, including, but not limited to, any legal, accounting, regulatory opinions or tax advice views with respect to the transactions contemplated by this Agreement price or market for the Company’s and the applicable Terms AgreementOperating Company’s securities, and the Company has consulted its own legal and financial advisors to the extent it deemed appropriate; and (vi) do not constitute recommendations or investment advice or solicitation of any review action by the Underwriters of the CompanySales Agents, the transactions contemplated hereby Forward Sellers or other matters relating to such transactions will be performed solely for the benefit Forward Purchasers. Each of the Underwriters and shall not be on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Operating Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company and the Operating Company may have against the Underwriter or several Underwriters Sales Agents, the Forward Sellers and the Forward Purchasers with respect to any breach or alleged breach of agency any fiduciary or fiduciary dutysimilar duty to the Company and/or the Operating Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. The Sales Agents, the Forward Sellers and the Forward Purchasers have not provided any legal, accounting, regulatory, investment or tax advice with respect to the offering of the Shares to the Company, the Operating Company or any other entity or natural person.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is an arm’s-length arm’s‑length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement and the process leading to such transaction, each Underwriter is acting solely as a principal and not as the agent or fiduciary of the Company or any of its affiliates; (iii) no Underwriter has assumed any advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions contemplated by this Agreement and the applicable Terms Agreement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter has any obligation to the Company or any of its affiliates with respect to any offering of Underwritten Securities except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; (iv) each Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; (v) no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and the applicable Terms Agreement, and the Company has consulted its own legal and financial advisors to the extent it deemed appropriate; and (vi) 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; and (vii) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Each of the Company and the Manager acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the initial public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Manager, on the one hand, and the several Underwriters, on the other hand; , and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement offering of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of either of the Company or the Manager or any of its affiliates; their respective subsidiaries or their respective stockholders, interest holders, creditors, employees or any other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates the Manager with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager or any of its their respective affiliates or subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its affiliates the Manager with respect to any the offering of Underwritten the Securities except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its affiliates their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; Company or the Manager, (ve) no Underwriter has the Underwriters have not provided any business, legal, accounting, regulatory regulatory, investment or tax advice with respect to the transactions contemplated by this Agreement offering of the Securities and each of the Company and the applicable Terms Agreement, and the Company Manager has consulted its own legal business, legal, accounting, regulatory, financial and financial tax advisors to the extent it deemed appropriate; appropriate and (vif) any review by none of the activities of the Underwriters of the Company, in connection with the transactions contemplated hereby herein constitutes a recommendation, investment advice or other matters relating to such transactions will be performed solely for solicitation of any action by the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach entity or natural person. The Company and the Manager waive to the full extent permitted by applicable law any claims each of them may have against the Underwriters arising from an alleged breach of agency or fiduciary dutyduty in connection with the offering of the Securities.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriters and the Forward Counterparties, on the other hand; , (iib) in connection with each transaction the offering contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, each Underwriter of the Underwriters and the Forward Counterparties is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, or their respective stockholders, creditors, employees or any other party, (c) none of its affiliates; (iii) no Underwriter the Underwriters nor the Forward Counterparties has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions offering contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter or such Forward Counterparty has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter none of the Underwriters nor the Forward Counterparties has any obligation to the Company or any of its affiliates with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters, the Forward Counterparties and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , (ve) no Underwriter has the Underwriters and the Forward Counterparties have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; appropriate and (vif) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releaseswaives, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriter or several Underwriters with respect to any and the Forward Counterparties for breach of fiduciary duty or alleged breach of agency fiduciary duty and agree that the Underwriters and the Forward Counterparties shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, creditors or employees.

No Advisory or Fiduciary Relationship. The Each of the Company and DFH LLC acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the initial public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and DFH LLC, on the one hand, and the several Underwriters, on the other hand; , and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement offering of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, DFH LLC, any of their subsidiaries or their respective stockholders, creditors, employees or any of its affiliates; other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates DFH LLC with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Company, DFH LLC or any of its affiliates their subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its affiliates DFH LLC with respect to any the offering of Underwritten the Securities except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company; Company and DFH LLC, and (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the transactions contemplated by this Agreement and offering of the applicable Terms Agreement, Securities and the Company has and DFH LLC have consulted its their own legal respective legal, accounting, financial, regulatory and financial tax advisors to the extent it they deemed appropriate; , and (vif) any review by none of the activities of the Underwriters of the Company, in connection with the transactions contemplated hereby herein constitutes a recommendation, investment advice or other matters relating to such transactions will be performed solely for solicitation of any action by the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach entity or alleged breach of agency or fiduciary dutynatural person.

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

No Advisory or Fiduciary Relationship. The Company Each of the Transaction Entities and each Selling Shareholder acknowledges and agrees that: that (ia) the purchase and sale of the Securities and Underwritten Securities Forward Shares pursuant to the applicable Terms Agreement and this Agreement, including the determination of the initial public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between among the CompanyTransaction Entities and the Selling Shareholders, on the one hand, and the several Underwriters, the Forward Purchaser and the Forward Seller, on the other hand; , (iib) in connection with each transaction contemplated by this Agreement the offering of the Securities and the applicable Terms Agreement Underwritten Forward Shares and the process leading to such transactionthereto, each Underwriter of the Underwriters, the Forward Purchaser and the Forward Seller is and has been acting solely as a principal and is not as the agent or fiduciary of either of the Company Transaction Entities or any of its affiliates; their respective subsidiaries or any Selling Shareholder, or their respective shareholders, unitholders, creditors, employees or any other party, (iiic) no Underwriter Underwriter, Forward Purchaser or Forward Seller has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company Transaction Entities or any of its affiliates Selling Shareholder with respect to any the offering of the transactions contemplated by this Agreement and Securities or the applicable Terms Agreement Underwritten Forward Shares or the process leading thereto (irrespective of whether such Underwriter Underwriter, Forward Purchaser or Forward Seller has advised or is currently advising either of the Company Transaction Entities or any of its affiliates their respective subsidiaries or any Selling Shareholder on other matters) and no Underwriter Underwriter, Forward Purchaser or Forward Seller has any obligation to the Company Transaction Entities or any of its affiliates Selling Shareholder with respect to any the offering of the Securities or the Underwritten Securities Forward Shares except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters, the Forward Purchaser and the applicable Terms Agreement; (iv) each Underwriter Forward Seller and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of any of the Company; Transaction Entities or any Selling Shareholder, and (ve) no Underwriter has the Underwriters, the Forward Purchaser and the Forward Seller have not provided any business, legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement offering of the Securities or the Underwritten Forward Shares and each of the applicable Terms Agreement, Transaction Entities and the Company each Selling Shareholder has consulted its own legal business, legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriter or several Underwriters, on the other hand; (ii) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement and the process leading to such transaction, each Underwriter is acting solely as a principal and not as the agent or fiduciary of the Company or any of its affiliates; (iii) no Underwriter has assumed any advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions contemplated by this Agreement and the applicable Terms Agreement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter has any obligation to the Company or any of its affiliates with respect to any offering of Underwritten Securities except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; (iv) each Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; and (v) no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and the applicable Terms Agreement, and the Company has consulted its own legal and financial advisors to the extent it deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; , and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement offering of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company or any of its affiliates; subsidiaries, stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its affiliates with respect to any the offering of Underwritten the Securities except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the transactions contemplated by this Agreement and offering of the applicable Terms Agreement, Securities and the Company has consulted its own legal legal, accounting, financial, regulatory and financial tax advisors to the extent it deemed appropriate; , (f) the information and transactions contemplated in this Agreement do not constitute an offer or a solicitation of an offer to transact in any securities or other financial instrument with any natural person, and (vig) any review by none of the activities of the Underwriters of the Company, in connection with the transactions contemplated hereby herein constitutes a recommendation, investment advice or other matters relating to such transactions will be performed solely for solicitation of any action by the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach entity or alleged breach of agency natural person. The Company further acknowledges and agrees that, although the Underwriters may provide the Company with certain Regulation Best Interest and Form CRS disclosures or fiduciary dutyother related documentation in connection with the Public Offering, the Underwriters are not making a recommendation to the Company to participate in the Public Offering or sell any Securities at the purchase price for the Securities, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (i) the purchase and sale of the Underwritten Securities Notes pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; , and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement, (ii) in connection with each transaction the offering contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, its subsidiaries or the Company’s shareholders, creditors, employees or any of its affiliates; other third party, (iii) no Underwriter has not assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates subsidiaries with respect to any of the transactions offering contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or its subsidiaries on any of its affiliates on other matters) and no Underwriter has any obligation to the Company or any of its affiliates subsidiaries with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; , (iv) each Underwriter the Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; Company or its subsidiaries and each Underwriter does not have any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, (v) the Company and its subsidiaries waive, to the fullest extent permitted by law, any claims the Company may have against any Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agree that each Underwriter shall have no Underwriter has liability (whether direct or indirect) to the Company or its subsidiaries in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including shareholders, employees or creditors of the Company, and (vi) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has and the Bank consulted its their own legal legal, accounting, regulatory and financial tax advisors to the extent it they deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

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

No Advisory or Fiduciary Relationship. The Each of the Company and PPL Capital Funding acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and PPL Capital Funding, on the one hand, and the several Underwriters, on the other hand; , (iib) in connection with each transaction the offering contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company or PPL Capital Funding, or their respective stockholders, creditors, employees or any of its affiliates; other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates PPL Capital Funding with respect to any of the transactions offering contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates PPL Capital Funding on other matters) and no Underwriter has any obligation to the Company or any of its affiliates PPL Capital Funding with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; Company or PPL Capital Funding, (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement hereby and the applicable Terms Agreement, and each of the Company or PPL Capital Funding has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; appropriate and (vif) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releasesPPL Capital Funding waive, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriter or several Underwriters with respect to any for breach of fiduciary duty or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or PPL Capital Funding in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or PPL Capital Funding, including stockholders, creditors or employees.

No Advisory or Fiduciary Relationship. The Company hereby acknowledges that each of the Sales Agents, the Forward Sellers and agrees that: the Forward Purchasers is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (iincluding in connection with determining the terms of the transactions contemplated hereby or by the related Master Forward Confirmation) and owes the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any. The Company further acknowledges that each of the Sales Agents, the Forward Sellers and the Forward Purchasers is acting pursuant to a contractual relationship created solely by this Agreement and the related Master Forward Confirmation, each entered into on an arm’s length basis, and that the Sales Agents, the Forward Sellers and the Forward Purchasers may have interests that differ from the Company, and in no event do the parties intend that any of the Sales Agents, the Forward Sellers or the Forward Purchasers act or be responsible as a fiduciary to the Company, its management, stockholders or creditors or any other person in connection with any activity that the Sales Agents, the Forward Sellers and the Forward Purchasers may undertake or have undertaken in furtherance of the purchase and sale of the Underwritten Securities pursuant Company’s securities, either before or after the date hereof. The transactions contemplated hereby do not constitute a recommendation, investment advice, or solicitation of any action by the Sales Agents, Forward Sellers or Forward Purchasers. The Sales Agents, the Forward Sellers and the Forward Purchasers hereby expressly disclaim any fiduciary or similar obligations to the applicable Terms Agreement and this Agreement, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) either in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement and the process leading to such transaction, each Underwriter is acting solely as a principal and not as the agent or fiduciary of the Company or any of its affiliates; (iii) no Underwriter has assumed any advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions contemplated by this Agreement Agreement, the related Master Forward Confirmation or any matters leading up to such transactions, and the applicable Terms Agreement or Company hereby confirms its understanding and agreement to that effect. The Company and each of the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising Sales Agents and the Company or any of its affiliates on other matters) and no Underwriter has any obligation to the Company or any of its affiliates Forward Sellers agree that they are each responsible for making their own independent judgments with respect to any offering of Underwritten Securities except such transactions and that any opinions or views expressed by the obligations expressly set forth in this Agreement and Sales Agents or the applicable Terms Agreement; (iv) each Underwriter and its affiliates Forward Sellers, as the case may be engaged in a broad range of transactions that involve interests that differ from those of be, to the Company; (v) no Underwriter has provided Company regarding such transactions, including, but not limited to, any legal, accounting, regulatory opinions or tax advice views with respect to the transactions contemplated by this Agreement and price or market for the applicable Terms AgreementCompany’s securities, and the Company has consulted its own legal and financial advisors to the extent it deemed appropriate; and (vi) do not constitute recommendations or investment advice or solicitation of any review action by the Underwriters of the CompanyAgents, the transactions contemplated hereby Forward Sellers 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereofForward Purchasers. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters Sales Agents, the Forward Sellers and the Forward Purchasers with respect to any breach or alleged breach of agency any fiduciary or fiduciary dutysimilar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. The Sales Agents, the Forward Sellers and the Forward Purchasers have not provided any legal, accounting, regulatory, investment or tax advice with respect to the offering of the Shares and the Company with respect to any entity or natural person.

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

No Advisory or Fiduciary Relationship. The Each of the Company and FedEx acknowledges and agrees that: (i) the purchase and sale of the Underwritten Securities Certificates and Guarantee pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and FedEx, on the one hand, and the several Underwriters, on the other hand, and the Company and FedEx are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not as the financial advisor, agent or fiduciary of the Company Company, FedEx or their respective affiliates, stockholders, creditors or employees or any of its affiliatesother party; (iii) no Underwriter has assumed any advisory or will assume an advisory, agency or fiduciary responsibility in favor of the Company or any of its affiliates FedEx with respect to any of the transactions contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates FedEx on other matters) and neither the Company nor FedEx shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or any of its affiliates FedEx with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; (ivv) each Underwriter the several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyCompany and FedEx and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated hereby; and (vvi) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has and FedEx have consulted its their own legal legal, accounting, regulatory and financial tax advisors to the extent it they deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (ia) the purchase and sale sales price of the Underwritten Securities to be sold pursuant to the applicable Terms this Agreement and this Agreementwill not be established by Agent, including (b) the determination of the price for the Underwritten Securities and any related discounts and commissions, commissions to be paid pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersAgent, on the other hand; , (iic) in connection with each transaction any sale contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to any such transaction, each Underwriter Agent is acting solely as a sales agent and/or principal in connection with the purchase and sale of the Securities and Agent is not as the agent or fiduciary of the Company Company, or its stockholders, creditors, employees or any of its affiliates; other party, (iiid) no Underwriter Agent has not assumed any or will not assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions sale contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter Agent has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter has Agent does not have any obligation to the Company or any of its affiliates with respect to any offering of Underwritten Securities sale contemplated hereby except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; , (ive) each Underwriter Agent and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , and (vf) no Underwriter Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions any sale contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has consulted its own legal respective legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; and . Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (vi) irrespective of whether the Agent has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Agent has rendered advisory services of any review by the Underwriters of nature or respect, or owes an agency, fiduciary or similar duty to the Company, in connection with such transaction or 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyprocess leading thereto.

No Advisory or Fiduciary Relationship. 18.1 The Company Corporation hereby acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities Notes pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCorporation, on the one hand, and each of the several UnderwritersUnderwriters and any affiliate through which it may be acting, on the other hand, and the Corporation is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, transaction each Underwriter of the Underwriters is and has been acting solely as a principal and not as the a financial advisor, agent or fiduciary of the Company Corporation or its affiliates, stockholders, creditors or employees or any of its affiliatesother party; (iiic) the Corporation’s engagement of each of the Underwriters in connection with the Offering and the process leading up to the Offering is as independent contractors and not in any other capacity and no Underwriter has assumed any advisory or will assume an advisory, agency or fiduciary responsibility in favor of the Company or any of its affiliates Corporation with respect to any of the transactions contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates Corporation on other matters) and no Underwriter has any obligation to the Company or any of its affiliates Corporation with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; (ivd) each Underwriter the several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyCorporation and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement Offering and the applicable Terms Agreement, and the Company Corporation has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; and (vif) any review by none of the activities of the Underwriters of the Company, in connection with the transactions contemplated hereby herein constitutes a recommendation, investment advice or other matters relating to such transactions will be performed solely for solicitation of any action by the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach entity or alleged breach of agency or fiduciary dutynatural person.

No Advisory or Fiduciary Relationship. The Company Issuer acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the initial public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyIssuer, on the one hand, and the several Underwriters, on the other hand; , (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement offering of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Issuer or any of its affiliates; subsidiaries or their respective shareholders, creditors, employees or any other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company Issuer or any of its affiliates subsidiaries with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Issuer or any of its affiliates subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its affiliates Issuer with respect to any the offering of Underwritten the Securities except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; Issuer and its subsidiaries, and the Underwriters have no obligation to disclose such interests and transactions to the Issuer or any of its subsidiaries by virtue of any fiduciary, advisory or agency relationship, (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and offering of the applicable Terms AgreementSecurities, and the Company Issuer has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; , and (vif) any review by the Underwriters each of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Issuer and shall not be on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releasesits subsidiaries waives, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriter or several Underwriters with respect to any for breach of fiduciary duty or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Issuer or any of its subsidiaries in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Issuer or its subsidiaries, including their respective shareholders, employees or creditors.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: (i) that the purchase and sale Agent is acting solely in the capacity of the Underwritten Securities pursuant an arm’s length contractual counterparty to the applicable Terms Agreement and this Agreement, Company with respect to the offering of Shares contemplated hereby (including the determination of the price for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) in connection with each transaction contemplated by this Agreement and determining the applicable Terms Agreement and the process leading to terms of such transaction, each Underwriter is acting solely as a principal offering) and not as the a financial advisor or a fiduciary to, or an agent or fiduciary of of, the Company or any of its affiliates; (iii) no Underwriter has assumed any advisory or fiduciary responsibility in favor of subsidiaries. Additionally, the Agent is not advising the Company or any of its affiliates subsidiaries as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Shares or the process leading thereto (irrespective of whether such Underwriter the Agent has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter has any obligation to the Company or any of its affiliates with respect to any offering of Underwritten Securities except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; (iv) each Underwriter ). The Agent advises that it and its affiliates may be are engaged in a broad range of transactions securities and financial services and that it and 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; (v) no Underwriter , unless otherwise required by law. The Company has provided any legal, accounting, regulatory or tax advice consulted with respect to its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated by this Agreement and the applicable Terms Agreementhereby, and the Company has consulted its own legal and financial advisors Agent shall not have any responsibility or liability to the extent it deemed appropriate; and (vi) Company or any of its subsidiaries with respect thereto. Any review by the Underwriters Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Agent and shall not be on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releaseswaives, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriter or several Underwriters with respect to any Agent for breach of fiduciary duty or alleged breach of agency fiduciary duty and agrees that Agent shall not have any liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim.

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: Selling Stockholder acknowledge and agree that (ia) the purchase and sale of the Underwritten Securities Shares pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, Underwriters and the several UnderwritersSelling Stockholder, on the other hand; (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement offering of the Shares and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company or Company, any of its affiliates; subsidiaries, or its respective stockholders, creditors, employees or any other party, or the Selling Stockholder, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates the Selling Stockholder with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Shares or the process leading thereto (irrespective of whether such Underwriter the Underwriters has advised or is currently advising the Company or any of its affiliates subsidiaries or the Selling Stockholder on other matters) and the Underwriters have no Underwriter has any obligation to the Company or any of its affiliates the Selling Stockholder with respect to any the offering of Underwritten Securities the Shares except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; , (ivd) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; Company and the Selling Stockholder, and (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and offering of the applicable Terms Agreement, Shares and the Company has and the Selling Stockholder have consulted its their own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; and (vi) any review by the Underwriters of the Company. Moreover, the transactions contemplated hereby Selling Stockholder acknowledges and agrees that, although the Representatives may be required or other matters relating choose to such transactions will be performed solely for provide the benefit of Selling Stockholder with certain Regulation Best Interest and Form CRS disclosures in connection with the Underwriters and shall not be on behalf of offering, the Company. This Agreement Representatives and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between other Underwriters are not making a recommendation to the Company and Selling Stockholder to participate in the Underwriter or several Underwritersoffering, enter into a “lock-up” agreement, or sell any of themShares at the price determined in the offering, with respect and nothing set forth in such disclosures is intended to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims suggest that the Company may have against the Representatives or any Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyis making such a recommendation.

No Advisory or Fiduciary Relationship. The Company In connection with all aspects of each transaction contemplated hereunder (including in connection with any amendment, waiver or other modification hereof or of the Note), the Town acknowledges and agrees agrees, that: (a) (i) the purchase Town has consulted its own legal, accounting, regulatory and sale of the Underwritten Securities pursuant tax advisors to the applicable Terms Agreement and this Agreementextent it has deemed appropriate, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) in connection with each transaction contemplated by this Agreement the Town is capable of evaluating, and understands and accepts, the applicable Terms Agreement terms, risks and the process leading to such transaction, each Underwriter is acting solely as a principal and not as the agent or fiduciary of the Company or any of its affiliates; (iii) no Underwriter has assumed any advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any conditions of the transactions contemplated hereby and by this Agreement the Note, (iii) the Lender is not acting as a municipal advisor or financial advisor to the Town, and (iv) the Lender has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act to the Town with respect to the transactions contemplated hereby and the applicable Terms Agreement or the process discussions, undertakings and procedures leading thereto (irrespective of whether such Underwriter the Lender has advised provided other services or is currently advising providing other services to the Company or any of its affiliates Town on other matters); (b) (i) the Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the Town or any other person and (ii) the Lender has no Underwriter has any obligation to the Company or any of its affiliates Town, with respect to any offering of Underwritten Securities the transactions contemplated hereby except the those obligations expressly set forth herein and in this Agreement the Note; and (c) the applicable Terms Agreement; (iv) each Underwriter and its affiliates Lender may be engaged in a broad range of transactions that involve interests that differ from those of the Company; (v) no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and the applicable Terms AgreementTown, and the Company Lender has consulted its own legal and financial advisors no obligation to disclose any of such interests to the extent it deemed appropriate; and (vi) 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 CompanyTown. This Agreement and the applicable Terms Agreement supersede all prior agreements Note are entered into pursuant to and understandings (whether written or oral) between in reliance upon the Company bank exemption and/or the institutional buyer exemption provided under the municipal advisor rules of the Securities and the Underwriter or several UnderwritersExchange Commission, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releasesRule 15Ba1-1 et seq, to the fullest extent permitted by law, any claims that such rules apply to the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutytransactions contemplated hereunder.

No Advisory or Fiduciary Relationship. The Company Each of the Transaction Entities acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities Shares pursuant to the applicable Terms Agreement and this Agreement, including the determination of the initial public offering price for of the Underwritten Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between among the CompanyTransaction Entities, on the one hand, and the several Underwriters, the several Forward Sellers and the several Forward Purchasers, on the other hand; , and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, the Forward Sellers or the Forward Purchasers, (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement offering of the Shares and the process leading to such transactionthereto, each Underwriter of the Underwriters, the Forward Sellers and the Forward Purchasers is and has been acting solely as a principal and is not as the agent or fiduciary of either of the Company Transaction Entities or any of its affiliates; their respective subsidiaries, or their respective shareholders, unitholders, creditors, employees or any other party, (iiic) no Underwriter Underwriter, Forward Seller or Forward Purchaser has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates Transaction Entities with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Shares or the process leading thereto (irrespective of whether such Underwriter Underwriter, such Forward Seller or such Forward Purchaser has advised or is currently advising either of the Company Transaction Entities or any of its affiliates their respective subsidiaries on other matters) and no Underwriter none of the Underwriters, the Forward Sellers and the Forward Purchasers has any obligation to the Company or any of its affiliates Transaction Entities with respect to any the offering of Underwritten Securities the Shares except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters, the Forward Sellers and the applicable Terms Agreement; (iv) each Underwriter Forward Purchasers and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of any of the Company; Transaction Entities, (ve) no Underwriter has the Underwriters, the Forward Sellers and the Forward Purchasers have not provided any business, legal, accounting, regulatory regulatory, investment or tax advice with respect to the transactions contemplated by this Agreement offering of the Shares and each of the applicable Terms Agreement, and the Company Transaction Entities has consulted its own legal business, legal, accounting, financial, regulatory and financial tax advisors to the extent it deemed appropriate; , and (vif) any review by the Underwriters none of the Companyactivities of the Underwriters, the Forward Sellers or the Forward Purchasers in connection with the transactions contemplated hereby herein constitutes a recommendation, investment advice or other matters relating to such transactions will be performed solely for solicitation of any action by the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, the Forward Sellers or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters Forward Purchasers with respect to any breach entity or alleged breach of agency or fiduciary dutynatural person.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities Certificates pursuant to the applicable Terms this Underwriting Agreement and this Agreement, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is an arm’s-arm's- length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; , (iib) in connection with each transaction any purchase contemplated by this Agreement and the applicable Terms Underwriting Agreement and the process leading to any such transaction, each Underwriter is the Underwriters are and have been acting solely as a principal and are not as the agent agents or fiduciary fiduciaries of the Company Company, or its stockholders, creditors, employees or any of its affiliates; other party, (iiic) no Underwriter has the Underwriters have not assumed any and will not assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions such purchase contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has the Underwriters have advised or is are currently advising the Company or any of its affiliates on other matters) and the Underwriters have no Underwriter has any obligation to the Company or any of its affiliates with respect to any offering of Underwritten Securities such purchase contemplated hereby except the obligations expressly set forth in this Agreement Underwriting Agreement, (d) the Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , (ve) no Underwriter has 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 and (f) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; . * * * Very truly yours FIXED INCOME CLIENT SOLUTIONS LLC By: _______________________________ Name: Title: Agreed and (vi) any review by the Underwriters Accepted: [LEAD UNDERWRITER], for itself and as representative of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit underwriters named in Schedule I hereto By: ____________________________ Name: Title: SCHEDULE I Certificates Underwriters Number of the Underwriters and shall not be on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.Certificates Purchase Price [______] [______] [______] [______] [______] [______]

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: the Selling Shareholders, severally and not jointly, acknowledge and agree that (i) the purchase and the Allotment and sale of the Underwritten Securities Equity Shares pursuant to the applicable Terms Agreement and this Agreement, including the determination of the price for Offer Price and the Underwritten Securities Anchor Investor Offer Price of the Equity Shares and any related fees, expenses, discounts and commissions, is an arm’s-length commercial transaction between the Company, Company and the Selling Shareholders on the one hand, hand and the several Underwriters, Underwriters on the other hand; other, (ii) in connection with each transaction the Offer contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, each Underwriter is and has been acting (at an arm’s length at all times) solely as a principal and is not as the agent or fiduciary of the Company or the Selling Shareholders or their respective Affiliates, stockholders, creditors, employees or any of its affiliates; other party, (iii) no Underwriter has assumed any or shall assume an advisory or fiduciary responsibility in favor favour of the Company or any of its affiliates the Selling Shareholders with respect to any of the transactions Offer contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter or its Affiliate has advised or is currently advising the Company or the Selling Shareholders or any of its affiliates their respective Affiliates on other matters) and no Underwriter has any obligation to the Company or any of its affiliates Selling Shareholders or their Affiliates with respect to any offering of Underwritten Securities the Offer contemplated hereby except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; , (iv) each Underwriter of the Underwriters and its affiliates their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; Company or the Selling Shareholders or any of their respective Affiliates, (v) no Underwriter has the Underwriters and their respective Affiliates (with respect to each Underwriter, collectively a “Group”), its directors, officers and employees may also at any time invest on a principal basis or manage funds that invest on a principal basis, in debt or equity securities of any company that may be involved in the Offer (including of the Company in the Offer), or in any currency or commodity that may be involved in the Offer, or in any related derivative instrument, (vi) each of the Underwriters and any of the members of each Group may, at any time, in the ordinary course of business, engage in broking activities for any company that may be involved in the Offer, and (vii) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions Offer contemplated by this Agreement hereby and each of the Company and the applicable Terms AgreementSelling Shareholders have consulted their own legal, accounting, regulatory and the Company has consulted its own legal and financial tax advisors to the extent it deemed appropriate; and (vi) any review by the Underwriters of the Company. Furthermore, 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or Selling Shareholders agree that they are solely responsible for making their own judgments in connection with the Offer (irrespective of whether any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that Underwriters has advised or is currently advising the Company may have against or the Underwriter Selling Shareholders on related or several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyother matters).

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (i) the purchase and sale of the Underwritten Securities Shares pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; , and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement, (ii) in connection with each transaction the offering contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, its Subsidiaries, or the Company’s shareholders, creditors, employees or any of its affiliates; other third party, (iii) no Underwriter has assumed any or will it assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates Subsidiaries with respect to any of the transactions offering contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or its Subsidiaries on any of its affiliates on other matters) and no Underwriter has any obligation to the Company or any of its affiliates Subsidiaries with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; , (iv) each Underwriter the Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; Company or its Subsidiaries and no Underwriter has any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, (v) no Underwriter has the Company and its Subsidiaries waive, to the fullest extent permitted by law, any claims the Company may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Underwriters shall not have any liability (whether direct or indirect) to the Company or its Subsidiaries in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including shareholders, employees or creditors of the Company, and (vi) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has and the Bank consulted its their own legal legal, accounting, regulatory and financial tax advisors to the extent it they deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

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

No Advisory or Fiduciary Relationship. The Each of the Company and the Operating Company hereby acknowledges that each of the Sales Agents, the Forward Sellers and agrees that: the Forward Purchasers is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Operating Company with respect to the offering of Shares contemplated hereby (iincluding in connection with determining the terms of the transactions contemplated hereby or the Forward Contracts) and owes the Company and the Operating Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any. Each of the Company and the Operating Company further acknowledges that each of the Sales Agents, the Forward Sellers and the Forward Purchasers is acting pursuant to a contractual relationship created solely by this Agreement and/or a Forward Contract, each entered into on an arm’s length basis, and that the Sales Agents, the Forward Sellers and the Forward Purchasers may have interests that differ from the Company and the Operating Company, and in no event do the parties intend that any of the Sales Agents, the Forward Sellers or the Forward Purchasers act or be responsible as a fiduciary to the Company or the Operating Company, or their management, stockholders or creditors or any other person in connection with any activity that the Sales Agents, the Forward Sellers and the Forward Purchasers may undertake or have undertaken in furtherance of the purchase and sale of the Underwritten Securities Company’s or the Operating Company’s securities, either before or after the date hereof. The transactions contemplated hereby and/or pursuant to a Forward Contract do not constitute a recommendation, investment advice, or solicitation of any action by the applicable Terms Agreement Sales Agents, Forward Sellers or Forward Purchasers. The Sales Agents, the Forward Sellers and this Agreement, including the determination of Forward Purchasers hereby expressly disclaim any fiduciary or similar obligations to the price for Company and the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Operating Company, on the one hand, and the several Underwriters, on the other hand; (ii) either in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement and the process leading to such transaction, each Underwriter is acting solely as a principal and not as the agent or fiduciary of the Company or any of its affiliates; (iii) no Underwriter has assumed any advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions contemplated by this Agreement Agreement, a Forward Contract or any matters leading up to such transactions, and each of the Company and the applicable Terms Agreement or Operating Company hereby confirms its understanding and agreement to that effect. The Company and the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising Operating Company, the Company or any of its affiliates on other matters) Sales Agents and no Underwriter has any obligation to the Company or any of its affiliates Forward Sellers agree that they are each responsible for making their own independent judgments with respect to any offering of Underwritten Securities except such transactions and that any opinions or views expressed by the obligations expressly set forth in this Agreement Sales Agents, the Forward Sellers or the Forward Purchasers, as the case may be, to the Company and the applicable Terms Agreement; (iv) each Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; (v) no Underwriter has provided Operating Company regarding such transactions, including, but not limited to, any legal, accounting, regulatory opinions or tax advice views with respect to the transactions contemplated by this Agreement price or market for the Company’s and the applicable Terms AgreementOperating Company’s securities, and the Company has consulted its own legal and financial advisors to the extent it deemed appropriate; and (vi) do not constitute recommendations or investment advice or solicitation of any review action by the Underwriters of the CompanySales Agents, the transactions contemplated hereby Forward Sellers or other matters relating to such transactions will be performed solely for the benefit Forward Purchasers. Each of the Underwriters and shall not be on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Operating Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company and the Operating Company may have against the Underwriter or several Underwriters Sales Agents, the Forward Sellers and the Forward Purchasers with respect to any breach or alleged breach of agency any fiduciary or fiduciary dutysimilar duty to the Company and/or the Operating Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. The Sales Agents, the Forward Sellers and the Forward Purchasers have not provided any legal, accounting, regulatory, investment or tax advice with respect to the offering of the Shares to the Company, the Operating Company or any other entity or natural person.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: its subsidiaries acknowledge and agree that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the initial public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between among the CompanyCompany and its subsidiaries, on the one hand, and the several Underwriters, on the other hand; Forward Sellers, the Forward Purchasers and any affiliate or affiliates through which the Underwriters, the Forward Sellers or the Forward Purchasers may be acting, (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement offering of the Securities and the process leading to such transactionthereto, each Underwriter Underwriter, each Forward Seller and each Forward Purchaser is and has been acting solely as a principal and is not as the agent or fiduciary of the Company or Company, any of its affiliates; subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (iiic) no Underwriter Underwriter, Forward Seller or Forward Purchaser has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates subsidiaries with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Securities or the process leading thereto (irrespective of whether such Underwriter Underwriter, such Forward Seller or such Forward Purchaser has advised or is currently advising the Company or any of its affiliates subsidiaries on other matters) and no Underwriter Underwriter, Forward Seller or Forward Purchaser has any obligation to the Company or any of its affiliates subsidiaries with respect to any the offering of Underwritten the Securities except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters, the Forward Sellers or the Forward Purchasers and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company; Company and its subsidiaries, and (ve) no Underwriter none of the Underwriters, the Forward Sellers or the Forward Purchasers or their respective counsel has provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the transactions contemplated by this Agreement and offering of the applicable Terms Agreement, Securities and the Company has and its subsidiaries have consulted its their own legal respective legal, accounting, regulatory and financial tax advisors to the extent it they deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company In connection with all aspects of each transaction contemplated hereunder (including in connection with any amendment, waiver or other modification hereof or of any other agreements described herein), the Issuer acknowledges and agrees agrees, that: (a) (i) the purchase Issuer has consulted its own legal, accounting, regulatory and sale of the Underwritten Securities pursuant tax advisors to the applicable Terms Agreement and this Agreementextent it has deemed appropriate, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) in connection with each transaction contemplated by this Agreement the Issuer is capable of evaluating, and understands and accepts the applicable Terms Agreement terms, risks and the process leading to such transaction, each Underwriter is acting solely as a principal and not as the agent or fiduciary of the Company or any of its affiliates; (iii) no Underwriter has assumed any advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any conditions of the transactions contemplated hereby and by this Agreement the other agreements contemplated herein, (iii) the Bank is not acting as a municipal advisor or financial advisor to the Issuer and (v) the Bank has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act to the Issuer with respect to the transactions contemplated hereby and the applicable Terms Agreement or the process discussions, undertakings and procedures leading thereto (irrespective of whether such Underwriter the Bank has advised provided other services or is currently advising providing other services to the Company or any of its affiliates Issuer on other matters); (b) (i) the Bank is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the Issuer, or any other person and (ii) the Bank has no Underwriter has any obligation to the Company or any of its affiliates Issuer, with respect to any offering of Underwritten Securities the transactions contemplated hereby except the those obligations expressly set forth herein and in this Agreement the other documents contemplated herein; and (c) the applicable Terms Agreement; (iv) each Underwriter and its affiliates Bank may be engaged in a broad range of transactions that involve interests that differ from those of the Company; (v) no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and the applicable Terms AgreementIssuer, and the Company Bank has consulted its own legal and financial advisors no obligation to disclose any of such interests to the extent it deemed appropriate; and (vi) 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 CompanyIssuer. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to To the fullest extent permitted by law, the Issuer hereby waives and releases any claims that the Company it may have against the Underwriter or several Underwriters Bank with respect to any breach or alleged breach of agency or fiduciary dutyduty in connection with any aspect of any transactions contemplated hereby. If the Issuer would like a municipal advisor in this transaction that has legal fiduciary duties to the Issuer, the Issuer is free to engage a municipal advisor to serve in that capacity. The Loan contemplated herein is entered into pursuant to and in reliance upon the bank exemption and/or the institutional buyer exemption provided under the municipal advisor rules of the Securities and Exchange Commission, Rule 15Ba1-1 et seq, to the extent that such rules apply to the transactions contemplated hereunder.

No Advisory or Fiduciary Relationship. The Company hereby acknowledges and agrees that: (i) that the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement and the process leading to such transaction, each Underwriter Placement Agent is acting solely as a principal and not as the agent or fiduciary of the Company or any of its affiliates; (iii) no Underwriter has assumed any advisory or fiduciary responsibility in favor of the Company or any of its affiliates an independent contractor with respect to providing investment banking services to the Company, including the offering of the Securities contemplated hereby (including in connection with determining the terms of the Offering). The Company further acknowledges that in no event do the parties intend that the Placement Agent act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Placement Agent may undertake or have undertaken in furtherance of the offering of the Company’s securities, either before or after the date hereof. The Placement Agent hereby expressly 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 applicable Terms Agreement or Company hereby confirms its understanding and agreement to that effect. The Company and the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter has any obligation to the Company or any of its affiliates Placement Agent agree that they are each responsible for making their own independent judgments with respect to any offering of Underwritten Securities except such transactions, and that any opinions or views expressed by the obligations expressly set forth in this Agreement and Placement Agent to the applicable Terms Agreement; (iv) each Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; (v) no Underwriter has provided Company regarding such transactions, including but not limited to any legal, accounting, regulatory opinions or tax advice views with respect to the transactions contemplated by this Agreement and price or market for the applicable Terms AgreementCompany’s securities, and the Company has consulted its own legal and financial advisors do not constitute advice or recommendations to the extent it deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters Placement Agent with respect to any breach or alleged breach of agency any fiduciary or fiduciary dutysimilar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. The Company further acknowledges and agrees that Placement Agent has not advised, nor is advising, the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult 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 the Placement Agent shall have no responsibility or liability to the Company with respect thereto. Any review by the Placement Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agent and has not been and shall not be performed on behalf of the Company or any other person. It is understood that the Placement Agent has not and will not be rendering an opinion to the Company as to the fairness of the terms of the Offering.

No Advisory or Fiduciary Relationship. The Company Each of the Company, AIG and Selling Stockholder acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, AIG and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand; , (iib) in connection with each transaction any offering contemplated by this Agreement and the applicable Terms any Pricing Agreement and the process leading to any such transaction, transaction each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, AIG or the Selling Stockholder, or any of its affiliates; their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company Company, AIG or any of its affiliates the Selling Stockholder with respect to any of the transactions such offering contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Company, AIG or any of its affiliates the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company Company, AIG or any of its affiliates the Selling Stockholder with respect to any such offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement and any relevant Pricing Agreement, (d) the applicable Terms Agreement; (iv) each Underwriter Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , AIG and the Selling Stockholder, (ve) no Underwriter each of the Company, AIG and the Selling Stockholder agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, AIG or the Selling Stockholder, in connection with such transaction or the process leading thereto and (f) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement hereby and each of the Company, AIG and the applicable Terms Agreement, and the Company Selling Stockholder has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. 17.1 The Company Corporation hereby acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities Notes pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCorporation, on the one hand, and each of the several UnderwritersUnderwriters and any affiliate through which it may be acting, on the other hand, and the Corporation is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, transaction each Underwriter of the Underwriters is and has been acting solely as a principal and not as the a financial advisor, agent or fiduciary of the Company Corporation or its affiliates, stockholders, creditors or employees or any of its affiliatesother party; (iiic) the Corporation’s engagement of each of the Underwriters in connection with the Offering and the process leading up to the Offering is as independent contractors and not in any other capacity and no Underwriter has assumed any advisory or will assume an advisory, agency or fiduciary responsibility in favor of the Company or any of its affiliates Corporation with respect to any of the transactions contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates Corporation on other matters) and no Underwriter has any obligation to the Company or any of its affiliates Corporation with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; (ivd) each Underwriter the several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyCorporation and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement Offering and the applicable Terms Agreement, and the Company Corporation has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Corporation may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; , (iib) in connection with each transaction the offering contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, or its stockholders, or its creditors, employees or any of its affiliates; other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions offering contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter has any obligation to the Company or any of its affiliates with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , and (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; . If the foregoing is in accordance with your understanding of our agreement, kindly sign and (vi) any review return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, WESTERN ALLIANCE BANCORPORATION By: Name: Xxxx X. Xxxxxxx Title: Vice Chairman and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters in New York, New York as of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit date first above written. XXXXX XXXXXXX & CO. By: Name: Xxxxxxxx Xxxxxxxx Title: Managing Director Acting individually and as a representative of the several Underwriters named in the attached Schedule A hereto X.X. XXXXXX SECURITIES LLC By: Name: Title: Acting individually and shall not be on behalf as a representatives of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect named in the attached Schedule A hereto The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters in New York, New York as of the date first above written. XXXXX XXXXXXX & CO. By: Name: Xxxxxxxx Xxxxxxxx Title: Managing Director Acting individually and as a representative of the several Underwriters named in the attached Schedule A hereto X.X. XXXXXX SECURITIES LLC By: Name: Xxxxxxx X. Xxxxxxx Title: Executive Director Acting individually and as a representatives of the several Underwriters named in the attached Schedule A hereto Schedule A Underwriters Principal Amount of Securities to any breach or alleged breach of agency or fiduciary duty.be Purchased Xxxxx Xxxxxxx & Co. $ 420,000,000 X.X. Xxxxxx Securities LLC $ 120,000,000 Xxxxx Fargo Securities, LLC $ 15,000,000 RBC Capital Markets, LLC $ 15,000,000 Xxxxxxxxx LLC $ 15,000,000 Wedbush Securities Inc. $ 15,000,000 Total $ 600,000,000 Schedule B Free Writing Prospectuses

No Advisory or Fiduciary Relationship. The Company In connection with all aspects of each transaction contemplated hereunder (including in connection with any amendment, waiver or other modification hereof or of the Note), the District acknowledges and agrees agrees, that: (a) (i) the purchase District has consulted its own legal, accounting, regulatory and sale of the Underwritten Securities pursuant tax advisors to the applicable Terms Agreement and this Agreementextent it has deemed appropriate, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) in connection with each transaction contemplated by this Agreement the District is capable of evaluating, and understands and accepts, the applicable Terms Agreement terms, risks and the process leading to such transaction, each Underwriter is acting solely as a principal and not as the agent or fiduciary of the Company or any of its affiliates; (iii) no Underwriter has assumed any advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any conditions of the transactions contemplated hereby and by this Agreement the Note, (iii) the Lender is not acting as a municipal advisor or financial advisor to the District, and (iv) the Lender has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act to the District with respect to the transactions contemplated hereby and the applicable Terms Agreement or the process discussions, undertakings and procedures leading thereto (irrespective of whether such Underwriter the Lender has advised provided other services or is currently advising providing other services to the Company or any of its affiliates District on other matters); (b) (i) the Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the District or any other person and (ii) the Lender has no Underwriter has any obligation to the Company or any of its affiliates District, with respect to any offering of Underwritten Securities the transactions contemplated hereby except the those obligations expressly set forth herein and in this Agreement the Note; and (c) the applicable Terms Agreement; (iv) each Underwriter and its affiliates Lender may be engaged in a broad range of transactions that involve interests that differ from those of the Company; (v) no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and the applicable Terms AgreementDistrict, and the Company Lender has consulted its own legal and financial advisors no obligation to disclose any of such interests to the extent it deemed appropriate; and (vi) 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 CompanyDistrict. This Agreement and the applicable Terms Agreement supersede all prior agreements Note are entered into pursuant to and understandings (whether written or oral) between in reliance upon the Company bank exemption and/or the institutional buyer exemption provided under the municipal advisor rules of the Securities and the Underwriter or several UnderwritersExchange Commission, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releasesRule 15Ba1-1 et seq, to the fullest extent permitted by law, any claims that such rules apply to the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutytransactions contemplated hereunder.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: the Promoter Selling Shareholder acknowledge and agree that (ia) the purchase and sale of the Underwritten Securities Equity Shares pursuant to the applicable Terms Agreement and this Agreement, including the determination of the price for the Underwritten Securities and any related discounts and commissionsOffer Price, is an arm’sarms-length commercial transaction between the Company, Company and the Promoter Selling Shareholder on the one hand, hand and the several Underwriters, Underwriters on the other hand; other, (iib) in connection with each transaction the Offer contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, each Underwriter is and has been acting solely (at arm’s length at all times) as a principal and not as the an agent or fiduciary of the Company Company, the Promoter Selling Shareholderor their respective Affiliates, shareholders, creditors, employees or any of its affiliates; other party, (iiic) no Underwriter has assumed any or shall assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates the Promoter Selling Shareholder with respect to any of the transactions Offer contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter or its Affiliate has advised or is currently advising the Company or the Promoter Selling Shareholder or any of its affiliates their respective Affiliates on other matters) and no Underwriter has any obligation to the Company or any of its affiliates the Promoter Selling Shareholder with respect to any offering of Underwritten Securities the Offer contemplated hereby except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; Engagement Letter, (ivd) each Underwriter of the Underwriters and its affiliates their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; Company or the Promoter Selling Shareholder or any of their respective Affiliates and (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory regulatory, tax, technical or tax specialist advice with respect to the transactions Offer contemplated by this Agreement hereby and each of the Company and the applicable Terms AgreementPromoter Selling Shareholder have consulted their own legal, accounting, regulatory and the Company has consulted its own legal and financial tax advisors to the extent it is deemed appropriate; and (vi) any review by the Underwriters of the Company. Furthermore, 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or Promoter Selling Shareholder agree that they are solely responsible for making their own judgments in connection with the Offer (irrespective of whether any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that Underwriters has advised or is currently advising the Company may have against or the Underwriter Promoter Selling Shareholder on related or several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyother matters).

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: its subsidiaries acknowledge and agree that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the initial public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and its subsidiaries, on the one hand, and the several Underwriters, the Forward Purchaser and the Forward Seller, on the other hand; hand and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement offering of the Securities and the process leading to such transactionthereto, each Underwriter of the Underwriters, the Forward Purchaser and the Forward Seller is and has been acting solely as a principal and is not as the agent or fiduciary of the Company or Company, any of its affiliates; subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (iiic) no Underwriter none of the Underwriters, the Forward Purchaser or the Forward Seller has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates subsidiaries with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Securities or the process leading thereto (irrespective of whether such Underwriter Underwriter, the Forward Purchaser or the Forward Seller has advised or is currently advising the Company or any of its affiliates subsidiaries on other matters) and no Underwriter none of the Underwriters, the Forward Purchaser or the Forward Seller has any obligation to the Company or any of its affiliates subsidiaries with respect to any the offering of Underwritten the Securities except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters, the Forward Purchaser, the Forward Seller and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company; Company and its subsidiaries, (ve) no Underwriter none of the Underwriters, the Forward Purchaser, the Forward Seller or their legal counsel has provided any legal, accounting, regulatory regulatory, investment or tax advice to the Company or its subsidiaries with respect to the transactions contemplated by this Agreement and offering of the applicable Terms Agreement, Securities and the Company has and its subsidiaries have consulted its their own legal respective legal, accounting, financial, regulatory and financial tax advisors to the extent it they deemed appropriate; , and (vif) any review by the Underwriters none of the Companyactivities of the Underwriters, the Forward Purchaser or the Forward Seller in connection with the transactions contemplated hereby herein constitutes a recommendation, investment advice or other matters relating to such transactions will be performed solely for solicitation of any action by the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach entity or alleged breach of agency or fiduciary dutynatural person.

No Advisory or Fiduciary Relationship. The Company Each of the Company, the Operating Partnership and the Selling Shareholder acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, the Operating Partnership and the Selling Shareholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand; , (iib) in connection with each transaction the offering contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, each transaction the Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, the Operating Partnership, the Selling Shareholder or their respective stockholders, creditors, employees or any of its affiliates; other party, (iiic) no the Underwriter has not assumed any or will not assume an advisory or fiduciary responsibility in favor of the Company Company, the Operating Partnership or any of its affiliates the Selling Shareholder with respect to any of the transactions offering contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company Company, the Operating Partnership or any of its affiliates the Selling Shareholder on other matters) and no the Underwriter has any no obligation to the Company Company, the Operating Partnership or any of its affiliates the Selling Shareholder with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement and Agreement, (d) the applicable Terms Agreement; (iv) each Underwriter and its affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , the Operating Partnership and the Selling Shareholder and (ve) no the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement hereby and each of the Company, the Operating Partnership and the applicable Terms Agreement, and the Company Selling Shareholder has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it has deemed appropriate; and (vi) any review by the Underwriters . Furthermore, each of the Company, the transactions contemplated hereby Operating Partnership and the Selling Shareholder agrees that it is solely responsible for making its own judgments in connection with the offering of the Securities (irrespective of whether the Underwriter has advised or is currently advising the Company, the Operating Partnership or the Selling Shareholder on related 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutymatters).

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

No Advisory or Fiduciary Relationship. 18.1 The Company Corporation hereby acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities Notes pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCorporation, on the one hand, and each of the several UnderwritersUnderwriters and any affiliate through which it may be acting, on the other hand, and the Corporation is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, transaction each Underwriter of the Underwriters is and has been acting solely as a principal and not as the a financial advisor, agent or fiduciary of the Company Corporation or its affiliates, stockholders, creditors or employees or any of its affiliatesother party; (iiic) the Corporation’s engagement of each of the Underwriters in connection with the Offering and the process leading up to the Offering is as independent contractors and not in any other capacity and no Underwriter has assumed any advisory or will assume an advisory, agency or fiduciary responsibility in favor of the Company or any of its affiliates Corporation with respect to any of the transactions contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates Corporation on other matters) and no Underwriter has any obligation to the Company or any of its affiliates Corporation with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; (ivd) each Underwriter the several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyCorporation and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement Offering and the applicable Terms Agreement, and the Company Corporation has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Corporation may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company acknowledges Company, Viant LLC and agrees that: the Selling Shareholders acknowledge and agree that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the initial public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, Viant LLC and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand; , and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement offering of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, Viant LLC, any of their respective subsidiaries or the Selling Shareholders, or their respective stockholders, unitholders, creditors, employees or any of its affiliates; other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company Company, Viant LLC or any of its affiliates the Selling Shareholders with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Company, Viant LLC, the Selling Shareholders or any of its affiliates their respective subsidiaries on other matters) and no Underwriter has any obligation to the Company Company, Viant LLC or any of its affiliates the Selling Shareholders with respect to any the offering of Underwritten the Securities except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , Viant LLC, and the Selling Shareholders (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the transactions contemplated by this Agreement offering of the Securities and the applicable Terms AgreementCompany, Viant LLC and the Company has Selling Shareholders have consulted its their own legal respective legal, accounting, financial, regulatory and financial tax advisors to the extent it each deemed appropriate; appropriate and (vif) any review by none of the activities of the Underwriters of the Company, in connection with the transactions contemplated hereby herein constitutes a recommendation, investment advice or other matters relating to such transactions will be performed solely for solicitation of any action by the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach entity or alleged breach of agency or fiduciary dutynatural person.

No Advisory or Fiduciary Relationship. The Each of the Issuers and the Company acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Issuers and the Company, on the one hand, and the several Underwriters, on the other hand; , and the Issuers and the Company are capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement, (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement offering of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of either of the Company Issuers, the Company, any of their respective subsidiaries, or shareholders, creditors, employees or any of its affiliates; other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Issuers or the Company or any of its affiliates with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its affiliates subsidiaries on other matters) and no Underwriter has any obligation to the Issuers or the Company or any of its affiliates with respect to any the offering of Underwritten the Securities except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Issuers or the Company; , (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement offering of the Securities and the applicable Terms Agreement, Issuers and the Company has have consulted its own legal respective legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; appropriate and (vif) any review by none of the activities of the Underwriters of the Company, in connection with the transactions contemplated hereby herein constitutes a recommendation, investment advice or other matters relating to such transactions will be performed solely for solicitation of any action by the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach entity or alleged breach of agency or fiduciary dutynatural person.

No Advisory or Fiduciary Relationship. The Company Each of the Company, the Manager and Xxxxxx, Xxxxxx acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the initial public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; , (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement offering of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, the Manager, the Private Placement Purchasers or Xxxxxx, Xxxxxx or their respective subsidiaries, stockholders, creditors, employees or any of its affiliates; other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company Company, the Manager, the Private Placement Purchasers or any of its affiliates Xxxxxx, Xxxxxx with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Company, the Manager, the Private Placement Purchasers or Angelo, Gordon, or any of its affiliates their subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its affiliates with respect to any the offering of Underwritten the Securities except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , the Manager, the Private Placement Purchasers and Xxxxxx, Xxxxxx and (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement offering of the Securities and the applicable Terms AgreementCompany, the Manager, the Private Placement Purchasers and the Company Xxxxxx, Xxxxxx has consulted its own legal respective legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: the Selling Stockholder acknowledge and agree that (ia) the purchase and sale of the Underwritten Securities Offered Shares pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand; , and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (iib) in connection with each transaction the offering contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company or the Selling Stockholder, or the Company’s other stockholders, or its creditors, employees or any of its affiliates; other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates the Selling Stockholder with respect to any of the transactions offering contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any of its affiliates the Selling Stockholder with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; Company or the Selling Stockholder, and (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has and the Selling Stockholder have consulted its their own legal legal, accounting, financial, regulatory and financial tax advisors to the extent it they deemed appropriate; , and (vif) any review by none of the activities of the Underwriters of the Company, in connection with the transactions contemplated hereby herein constitutes a recommendation, investment advice or other matters relating to such transactions will be performed solely for solicitation of any action by the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach entity or alleged breach of agency natural person. Moreover, the Selling Stockholder acknowledges and agrees that, although the Representatives may be required or fiduciary dutychoose to provide the Selling Stockholder with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, the Representatives and the other Underwriters are not making a recommendation to the Selling Stockholder to participate in the offering, enter into a “lock-up” agreement, or sell any Offered Shares at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Representative or any Underwriter is making such a recommendation.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities Shares pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; , (iib) in connection with each transaction the offering of the Shares contemplated by this Agreement and the applicable Terms Agreement and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company or its stockholders, creditors, employees or any of its affiliates; other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any the offering of the transactions Shares contemplated by this Agreement and the applicable Terms Agreement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter has any obligation to the Company or any of its affiliates with respect to any the offering of Underwritten Securities the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyCompany and the Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering of the Shares contemplated by this Agreement and the applicable Terms Agreement, and the Company has consulted its and their own legal legal, accounting, regulatory and financial tax advisors to the extent it and they deemed appropriate; and (vif) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releaseswaives, to the fullest extent permitted by law, any claims that the Company they may have against the Underwriter or several Underwriters with respect to any Representative for breach of fiduciary duty or alleged breach of agency fiduciary duty and agree that the Representative shall have no liability (whether direct or indirect) to the Company in respect of such fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriter or several Underwriters, on the other hand; (ii) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement and the process leading to such transaction, each Underwriter is acting solely as a principal and not as the agent or fiduciary of the Company or any of its affiliates; (iii) no Underwriter has assumed any advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions contemplated by this Agreement and the applicable Terms Agreement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter has any obligation to the Company or any of its affiliates with respect to any offering of Underwritten Securities except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; (iv) each Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; and (v) no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this 37 Agreement and the applicable Terms Agreement, and the Company has consulted its own legal and financial advisors to the extent it deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities Certificates pursuant to the applicable Terms this Underwriting Agreement and this Agreement, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; , (iib) in connection with each transaction any purchase contemplated by this Agreement and the applicable Terms Underwriting Agreement and the process leading to any such transaction, each the Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, or its stockholders, creditors, employees or any of its affiliates; other party, (iiic) no the Underwriter has not assumed any and will not assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions such purchase contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or any of its affiliates on other matters) and no the Underwriter has any no obligation to the Company or any of its affiliates with respect to any offering of Underwritten Securities such purchase contemplated hereby except the obligations expressly set forth in this Agreement and Underwriting Agreement, (d) the applicable Terms Agreement; (iv) each Underwriter and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , (ve) no the Company agrees that it will not claim that the Underwriter has rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto and (f) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; . * * * , Very truly yours, FIXED INCOME CLIENT SOLUTIONS LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Treasurer AGREED AND ACCEPTED: U.S. BANCORP INVESTMENTS, INC., for itself and (vi) any review by the Underwriters as co-representative of the Companyunderwriter named in Schedule I hereto By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director [Signature Page to Underwriting Agreement (Fixed Income Trust for Prudential Financial, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit Inc. Notes, Series 2012-1)] SCHEDULE I Class of the Underwriters and shall not be on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Certificates Underwriter or several UnderwritersA-2013 A-2014 A-2015 A-2016 A-2017 A-2037 U.S. Bancorp Investments, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.Inc. $1,615,000 $1,661,000 $1,661,000 $1,661,000 $1,661,000 $25,250,000 Total $1,615,000 $1,661,000 $1,661,000 $1,661,000 $1,661,000 $25,250,000

No Advisory or Fiduciary Relationship. The Company Each of the Company, AIG and Selling Securityholder acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, AIG and the Selling Securityholder, on the one hand, and the several Underwriters, on the other hand; , (iib) in connection with each transaction any offering contemplated by this Agreement and the applicable Terms any Pricing Agreement and the process leading to any such transaction, transaction each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, AIG or the Selling Securityholder, or any of its affiliates; their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company Company, AIG or any of its affiliates the Selling Securityholder with respect to any of the transactions such offering contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Company, AIG or any of its affiliates the Selling Securityholder on other matters) and no Underwriter has any obligation to the Company Company, AIG or any of its affiliates the Selling Securityholder with respect to any such offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement and any relevant Pricing Agreement, (d) the applicable Terms Agreement; (iv) each Underwriter Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , AIG and the Selling Securityholder, (ve) no Underwriter each of the Company, AIG and the Selling Securityholder agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, AIG or the Selling Securityholder, in connection with such transaction or the process leading thereto and (f) the Underwriters have not provided any legal, 41 accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement hereby and each of the Company, AIG and the applicable Terms Agreement, and the Company Selling Securityholder has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (i) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; , (ii) in connection with each transaction the offering contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, or its stockholders, creditors, employees or any of its affiliates; other party, (iii) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions offering contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter has any obligation to the Company or any of its affiliates with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; , (iv) each Underwriter the Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , and (v) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; . If the foregoing is in accordance with your understanding of our agreement, please sign and (vi) any review by return to the Underwriters of the CompanyCompany a counterpart hereof, the transactions contemplated hereby or other matters relating to such transactions whereupon this instrument, along with all counterparts, will be performed solely for the benefit of become a binding agreement between the Underwriters and shall not be on behalf the Company in accordance with its terms. Very truly yours, SKYWEST, INC. By Name: Title: CONFIRMED AND ACCEPTED, as of the Companydate first above written: XXXXXXX XXXXX & CO. This Agreement XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXXX XXXXX & ASSOCIATES, INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: XXXXXXX XXXXX & ASSOCIATES, INC. By Authorized Signatory For themselves and as Representatives of the applicable Terms Agreement supersede all prior agreements and understandings other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. Total 4,600,000 SCHEDULE B SKYWEST, INC. 4,600,000 Shares of Common Stock (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.No Par Value Per Share)

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Securities Notes pursuant to the applicable Terms Agreement and this Agreement, including the determination of the offering price for of the Underwritten Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, its affiliates, stockholders, creditors or employees or any of its affiliatesother party; (iii) no Underwriter Initial Purchaser has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter has or any other obligation in connection with the transactions contemplated by this Agreement to the Company or any of its affiliates with respect to any offering of Underwritten Securities except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; (iv) each Underwriter the several Initial Purchasers and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyCompany and that the several Initial Purchasers have no obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship; and (v) no Underwriter has the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several UnderwritersInitial Purchasers, or any of them, with respect to the subject matter hereof and thereofhereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Each of the Company and each Selling Stockholder, severally and not jointly, acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the initial public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand; , (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement offering of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company or Company, any of its affiliates; subsidiaries or any Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates Selling Stockholder with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its affiliates subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any of its affiliates Selling Stockholder with respect to any the offering of Underwritten the Securities except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company; Company and each of the Selling Stockholders, and (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and offering of the applicable Terms Agreement, Securities and the Company has and each of the Selling Stockholders have consulted its their own legal respective legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the The Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company Selling Stockholders hereby waives and releases, to the fullest extent permitted by law, waive any claims that the Company and such Selling Stockholders may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyduty in connection with the Securities.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms transaction contemplated by this Agreement and this Agreement, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; , (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement offering of the Offered Shares and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company, any of their subsidiaries, or their respective shareholders, creditors, employees or any other party (and any review by the several Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions have been, and will be, performed solely for the benefit of each Underwriter and shall not be on behalf of the Company or any of its affiliates; other person), (iiic) no Underwriter has assumed assumed, nor will any Underwriter assume, an advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Offered Shares or the process leading thereto (irrespective of whether such any Underwriter has advised or is currently advising either of the Company or any of its affiliates subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its affiliates with respect to any the offering of Underwritten Securities the Offered Shares or the process leading thereto except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; , (ivd) each Underwriter and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , and (ve) no Underwriter is providing, and no Underwriter has provided provided, any legal, accounting, regulatory or tax advice to the Company or any other person with respect to the transactions contemplated by this Agreement and offering of the applicable Terms AgreementOffered Shares in any jurisdiction, and the Company has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; appropriate and (vi) any review by the Underwriters shall be responsible for making its own independent investigation and evaluation of the Company, the transactions contemplated hereby. The Company 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between waives any claims that the Company and may have against the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyduty in connection with the offering of the Offered Shares.

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (ia) the purchase and sale sales price of the Underwritten Securities Shares to be sold pursuant to this Agreement will not be established by Agent, the applicable Terms Agreement and this AgreementForward Seller or the Forward Purchaser, including (b) the determination of the price for the Underwritten Securities and any related discounts and commissions, commissions to be paid pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and Agent, the several UnderwritersForward Seller and the Forward Purchaser, on the other hand; , (iic) in connection with each transaction any sale contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to any such transaction, each Underwriter of Agent, the Forward Seller and the Forward Purchaser is acting solely as a sales agent and/or principal in connection with the purchase and not as sale of the agent Shares and none of Agent, the Forward Seller or the Forward Purchaser is the fiduciary of the Company Company, or its stockholders, creditors, employees or any of its affiliates; other party, (iiid) no Underwriter has Agent, the Forward Seller and the Forward Purchaser have not assumed any or will not assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions sale contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has Agent, the Forward Seller or the Forward Purchaser have advised or is are currently advising the Company or any of its affiliates on other matters) and no Underwriter has Agent, the Forward Seller and the Forward Purchaser do not have any obligation to the Company or any of its affiliates with respect to any offering of Underwritten Securities sale contemplated hereby except the obligations expressly set forth in this Agreement Agreement, (e) Agent, the Forward Seller, the Forward Purchaser and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , and (vf) no Underwriter has Agent, the Forward Seller and the Forward Purchaser have not provided any legal, accounting, regulatory or tax advice with respect to the transactions any sale contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has consulted its own legal respective legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; and . Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (vi) irrespective of whether the Agent, the Forward Seller or the Forward Purchaser have advised or are currently advising the Company on related or other matters). The Company agrees that it will not claim that the Agent, the Forward Seller or the Forward Purchaser have rendered advisory services of any review by the Underwriters of nature or respect, or owes an agency, fiduciary or similar duty to the Company, in connection with such transaction or 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyprocess leading thereto.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Standard Provisions and the Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; , (iib) in connection with each transaction the offering contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, or its stockholders, creditors, employees or any of its affiliates; other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions offering contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter has any obligation to the Company or any of its affiliates with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement the Standard Provisions and the applicable Terms Agreement; , (ivd) each Underwriter the Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , and (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; . If the foregoing is in accordance with your understanding of our agreement, please sign and (vi) any review by return to the Underwriters of the CompanyCompany a counterpart hereof, the transactions contemplated hereby or other matters relating to such transactions whereupon this instrument, along with all counterparts, will be performed solely for the benefit of become a binding agreement between the Underwriters and shall not be on behalf the Company in accordance with its terms. Very truly yours. PEPSICO, INC. By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX & CO. INCORPORATED XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED UBS SECURITIES LLC, as Representatives of the several Underwriters By: XXXXXX XXXXXXX & CO. INCORPORATED By: Name: Title: By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Name: Title: By: UBS SECURITIES LLC By: Name: Title: By: Name: Title: Exhibit A PEPSICO, INC. Underwritten Securities TERMS AGREEMENT November 29, 2007 To: PepsiCo, Inc. 000 Xxxxxxxx Xxxx Road Purchase, New York 10577 Ladies and Gentlemen: We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell $1,000,000,000 of its 4.65% senior notes due 2013 (such securities also being hereinafter referred to as the “Underwritten Securities”) subject to the terms and conditions stated herein and in the Underwriting Agreement Standard Provisions, dated November 29, 2007 (the “Standard Provisions”). This Agreement and Each of the applicable Terms provisions in the Standard Provisions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and same extent as if such provisions had been set forth in full herein. We, the underwriters named below (the “Underwriters”), offer to purchase the number or amount of Underwritten Securities opposite our names set forth below at a purchase price equal to 99.558% of the principal amount thereof. Underwriter Principal Amount Xxxxxx Xxxxxxx & Co. Incorporated $ 280,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 260,000,000 UBS Securities LLC 260,000,000 Banc of America Securities LLC 50,000,000 Banco Bilbao Vizcaya Argentaria, S.A. 50,000,000 Citigroup Global Markets Inc. 50,000,000 The Company hereby waives and releasesXxxxxxxx Capital Group, to L.P. 50,000,000 Total $ 1,000,000,000 The Underwritten Securities shall have the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyterms set forth in Schedule II.

No Advisory or Fiduciary Relationship. The Company Each of the Transaction Entities acknowledges and agrees that: that (ia) the purchase and sale of the Securities and Underwritten Securities Forward Shares pursuant to the applicable Terms Agreement and this Agreement, including the determination of the initial public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between among the CompanyTransaction Entities, on the one hand, and the several Underwriters, the Forward Purchaser and the Forward Seller, on the other hand; , (iib) in connection with each transaction contemplated by this Agreement the offering of the Securities and the applicable Terms Agreement Underwritten Forward Shares and the process leading to such transactionthereto, each Underwriter of the Underwriters, the Forward Purchaser and the Forward Seller is and has been acting solely as a principal and is not as the agent or fiduciary of either of the Company Transaction Entities or any of its affiliates; their respective subsidiaries, or their respective shareholders, unitholders, creditors, employees or any other party, (iiic) no Underwriter Underwriter, Forward Purchaser or Forward Seller has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates Transaction Entities with respect to any the offering of the transactions contemplated by this Agreement and Securities or the applicable Terms Agreement Underwritten Forward Shares or the process leading thereto (irrespective of whether such Underwriter Underwriter, Forward Purchaser or Forward Seller has advised or is currently advising either of the Company Transaction Entities or any of its affiliates their respective subsidiaries on other matters) and no Underwriter Underwriter, Forward Purchaser or Forward Seller has any obligation to the Company or any of its affiliates Transaction Entities with respect to any the offering of the Securities or the Underwritten Securities Forward Shares except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters, the Forward Purchaser and the applicable Terms Agreement; (iv) each Underwriter Forward Seller and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of any of the Company; Transaction Entities, and (ve) no Underwriter has the Underwriters, the Forward Purchaser and the Forward Seller have not provided any business, legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement offering of the Securities or the Underwritten Forward Shares and each of the applicable Terms Agreement, and the Company Transaction Entities has consulted its own legal business, legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities Certificates pursuant to the applicable Terms this Underwriting Agreement and this Agreement, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; , (iib) in connection with each transaction any purchase contemplated by this Agreement and the applicable Terms Underwriting Agreement and the process leading to any such transaction, each Underwriter is the Underwriters are and have been acting solely as a principal and are not as the agent agents or fiduciary fiduciaries of the Company Company, or its stockholders, creditors, employees or any of its affiliates; other party, (iiic) no Underwriter has the Underwriters have not assumed any and will not assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions such purchase contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has the Underwriters have advised or is are currently advising the Company or any of its affiliates on other matters) and the Underwriters have no Underwriter has any obligation to the Company or any of its affiliates with respect to any offering of Underwritten Securities such purchase contemplated hereby except the obligations expressly set forth in this Agreement Underwriting Agreement, (d) the Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , (ve) no Underwriter has 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 and (f) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; . * * * Very truly yours, FIXED INCOME CLIENT SOLUTIONS LLC By: Name: Title: Agreed and (vi) any review by the Underwriters Accepted: U.S. BANCORP INVESTMENTS, INC., for itself and as co-representative of the Companyunderwriters named in Schedule I hereto By: Name: Title: RBC CAPITAL MARKETS, the transactions contemplated hereby or other matters relating to such transactions will be performed solely LLC, for the benefit itself and as co-representative of the underwriters named in Schedule I hereto By: Name: Title: SCHEDULE I Certificates Underwriters and shall not be on behalf Number of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several UnderwritersCertificates Purchase Price U.S. Bancorp Investments, or any of themInc. 500,000 $12,500,000 RBC Capital Markets, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.LLC 500,000 $12,500,000

No Advisory or Fiduciary Relationship. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the initial public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; , (iib) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement offering of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company or Company, any of its affiliates; Subsidiaries or their respective shareholders, creditors, employees or any other party, (iiic) no Underwriter has assumed any advisory or will assume an advisory, agency or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates Subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its affiliates with respect to any the offering of Underwritten the Securities except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; Company and (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and offering of the applicable Terms Agreement, Securities and the Company has consulted its own legal respective legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its shareholders, managers, employees or creditors.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities Purchased Bonds pursuant to the applicable Terms Agreement and this Agreement, including the determination of the price for terms of the Underwritten Securities Purchased Bonds and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersPurchasers, on the other hand; , (iib) in connection with each transaction the offering contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, transaction each Underwriter Purchaser is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, or its stockholders, creditors, employees or any of its affiliates; other party, (iiic) no Underwriter Purchaser has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions offering contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter Purchaser has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter Purchaser has any obligation to the Company or any of its affiliates with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement Agreement, (d) the Purchasers and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , and (ve) no Underwriter has the Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; . DELAYED DELIVERY CONTRACT Dated: THE EMPIRE DISTRICT ELECTRIC COMPANY 000 X. Xxxxxx Avenue Joplin, Missouri 64801 Attention: Ladies and Gentlemen: The undersigned hereby agrees to purchase from The Empire District Electric Company (vi) any review by the Underwriters “Company”), and the Company agrees to sell to the undersigned, $___________________ principal amount of the Company's [state title of issue] (the “Bonds”) offered by the Company's Prospectus dated __________ and a Prospectus Supplement dated __________, receipt of copies of which is hereby acknowledged, at a purchase price of % of the principal amount thereof plus accrued interest and on the further terms and conditions set forth in this contract. The undersigned agrees to purchase such Bonds in the principal amounts and on the delivery dates (the “Delivery Dates”) set forth below: Delivery Date Principal Amount Plus Accrued Interest From: ________________ $_______________ ________________ ________________ $_______________ ________________ ________________ $_______________ ________________ Payment for the Bonds which the undersigned has agreed to purchase on each Delivery Date shall be made to the Company or its order by certified or bank cashier's check in [same day or New York Clearing House funds] at __________ (or at such other place as the undersigned and the Company shall agree) at [ ] [A.M./P.M.], New York City Time, on such Delivery Date upon issuance and delivery to the undersigned of the Bonds to be purchased by the undersigned on such Delivery Date in such authorized denominations and, unless otherwise provided herein, registered in such names as the undersigned may designate by written or telegraphic communications addressed to the Company not less than five full business days prior to such Delivery Date. The obligation of the Company to sell and deliver, and of the undersigned to take delivery of and make payment for, Bonds on each Delivery Date shall be subject to the conditions that (1) the purchase of Bonds to be made by the undersigned shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the undersigned is subject, (2) the sale of the Bonds by the Company pursuant to this contract shall not at the time of delivery be prohibited under the laws of any jurisdiction to which the Company is subject and (3) the Company shall have sold and delivered to the Purchasers such principal amount of the Purchased Bonds as is to be sold and delivered to them. In the event that Bonds are not sold to the undersigned because one of the foregoing conditions is not met, the Company shall not be liable to the undersigned for damages arising out of the transactions contemplated hereby covered by this contract. Promptly after completion of the sale and delivery to the Purchasers, the Company will mail or other matters relating deliver to the undersigned at its address set forth below notice to such transactions effect, accompanied by copies of the opinions of counsel for the Company delivered to the Purchasers. Failure to take delivery of and make payment for Bonds by any purchaser under any other Delayed Delivery Contract shall not relieve the undersigned of its obligations under this contract. The undersigned represents and warrants that (a) as of the date of this contract, the undersigned is not prohibited under the laws of the jurisdictions to which the undersigned is subject from purchasing the Bonds hereby agreed to be purchased and (b) the undersigned does not contemplate selling the Bonds which it has agreed to purchase hereunder prior to the Delivery Date therefore. This contract will be performed solely for inure to the benefit of and be binding upon the Underwriters parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract shall be governed by and construed in accordance with the laws of the State of Missouri. This contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It is understood that the acceptance of any Delayed Delivery Contract is in the Company's sole discretion and, without limiting the foregoing, need not be on behalf a first-come, first-served basis. If the contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the Companycounterparts hereof to the undersigned at its address set forth below. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) will become a binding contract between the Company and the Underwriter or several Underwritersundersigned when such counterpart is so signed. Yours very truly, or any _________________ By _____________________ ________________________ ________________________ Address Accepted, as of them, the date first above written The Empire District Electric Company By_________________________________ PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING The name and telephone and department of the representative of the Purchaser with respect to whom details of delivery on the subject matter hereof and thereofDelivery Date may be discussed are as follows: (Please print.) Name Telephone No. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.(Including Area Code) Department

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (i) the purchase and sale of the Underwritten Securities Shares pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersAgent, on the other hand; , and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement, (ii) in connection with each transaction the offering contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, each Underwriter transaction the Agent is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, its Subsidiaries, or the Company’s shareholders, creditors, employees or any of its affiliates; other third party, (iii) no Underwriter the Agent has not assumed any nor will it assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates Subsidiaries with respect to any of the transactions offering contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter the Agent has advised or is currently advising the Company or its Subsidiaries on any of its affiliates on other matters) and the Agent has no Underwriter has any obligation to the Company or any of its affiliates Subsidiaries with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; , (iv) each Underwriter the Agent and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; Company or its Subsidiaries and the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, (v) no Underwriter the Company and its Subsidiaries waive, to the fullest extent permitted by law, any claims the Company may have against the Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Agent shall not have any liability (whether direct or indirect) to the Company or its Subsidiaries in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including shareholders, employees or creditors of the Company, and (vi) the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has and the Bank consulted its their own legal legal, accounting, regulatory and financial tax advisors to the extent it they deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: the Selling Shareholders acknowledge and agree that (ia) the purchase and sale of the Underwritten Securities Offered Shares pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand; , (iib) in connection with each transaction the offering contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company or the Selling Shareholders, or the Company’s other shareholders, creditors, employees or any of its affiliates; other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates the Selling Shareholders with respect to any of the transactions offering contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates the Selling Shareholders on other matters) and no Underwriter has any obligation to the Company or any of its affiliates the Selling Shareholders with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; Company and the Selling Shareholders, and (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has and the Selling Shareholders have consulted its their own legal legal, accounting, regulatory and financial tax advisors to the extent it they deemed appropriate; . Each Selling Shareholder further acknowledges and (vi) any review by agrees that, although the Underwriters of may provide such Selling Shareholder with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the Companyoffering, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall are not be on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect making a recommendation to any breach Selling Shareholder to participate in the offering or alleged breach of agency sell any Shares at the purchase price per share and nothing set forth in such disclosures or fiduciary dutydocumentation is intended to suggest that any Underwriter is making such a recommendation.

No Advisory or Fiduciary Relationship. The Each of the Company and the Operating Company hereby acknowledges and agrees that: (i) that each of the Underwriters is acting solely as an underwriter in connection with the purchase and sale of the Underwritten Securities Securities. The Company and the Operating Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the applicable Terms Agreement and this Agreement, including parties intend that any Underwriter act or be responsible as a fiduciary to either the determination of Company or the price for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Operating Company, on the one handtheir respective management, and the several Underwritersstockholders or members (as applicable), on the creditors or any other hand; (ii) person in connection with each transaction contemplated by this Agreement any activity that any Underwriter may undertake or has undertaken in furtherance of the purchase and sale of the applicable Terms Agreement and Securities, either before or after the process leading date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to such transaction, each Underwriter is acting solely as a principal and not as the agent or fiduciary of the Company or any of its affiliates; (iii) no Underwriter has assumed any advisory or fiduciary responsibility the Operating Company, either in favor of the Company or any of its affiliates connection with respect to any of the transactions contemplated by this Agreement or any matters leading up to such transactions, and the applicable Terms Agreement Company and the Operating Company hereby confirm their understanding and agreement to that effect. The Transaction Entities and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter has any obligation Underwriters to the Company or any of its affiliates with respect the Operating Company regarding such transactions, including but not limited to any offering of Underwritten Securities except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; (iv) each Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; (v) no Underwriter has provided any legal, accounting, regulatory opinions or tax advice views with respect to the transactions contemplated by this Agreement and price or market for the applicable Terms AgreementSecurities, and do not constitute advice or recommendations to either the Company has consulted its own legal and financial advisors to or the extent it deemed appropriate; and (vi) 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 Operating Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the The Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Operating Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company and/or the Operating Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency any fiduciary or fiduciary dutysimilar duty to the Company or the Operating Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Advisory or Fiduciary Relationship. The Company Each of the Company, the BSPC, the Securities Trustee and the Securities Sub-trustee acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten International Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten International Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, the BSPC, the Securities Trustee and the Securities Sub-trustee, on the one hand, and the several International Underwriters, on the other hand; , (iib) in connection with each transaction the offering contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, transaction each International Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, the BSPC, the Securities Trustee, the Securities Sub-trustee, or any of its affiliates; their respective stockholders, creditors, employees or any other party, (iiic) no International Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company Company, the BSPC, the Securities Trustee or any of its affiliates the Securities Sub-trustee with respect to any of the transactions offering contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such International Underwriter has advised or is currently advising the Company Company, the BSPC, the Securities Trustee or any of its affiliates the Securities Sub-trustee on other matters) and no International Underwriter has any obligation to the Company Company, the BSPC, the Securities Trustee or any of its affiliates the Securities Sub-trustee with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement Agreement, (d) the International Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company; , the BSPC, the Securities Trustee and the Securities Sub-trustee, and (ve) no Underwriter has the International Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement hereby and each of the Company, the BSPC, the Securities Trustee and the applicable Terms Agreement, and the Company has Securities Sub-trustee have consulted its own legal respective legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; and (vi) 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. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: the Selling Shareholder acknowledge and agree that (ia) the purchase and sale of the Underwritten Securities Offered Shares pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Selling Shareholder, on the one hand, and the several Underwriters, on the other hand; , (iib) in connection with each transaction the offering contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company or the Selling Shareholder, or the Company’s other shareholders, creditors, employees or any of its affiliates; other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates the Selling Shareholder with respect to any of the transactions offering contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates the Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any of its affiliates the Selling Shareholder with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement Agreement, (d) the Underwriters and the applicable Terms Agreement; (iv) each Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; Company and the Selling Shareholder, and (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has and the Selling Shareholder have consulted its their own legal legal, accounting, regulatory and financial tax advisors to the extent it they deemed appropriate; . The Selling Shareholder further acknowledges and (vi) any review by agrees that, although the Underwriters of may provide the CompanySelling Shareholder with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall are not be on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect making a recommendation to any breach Selling Shareholder to participate in the offering or alleged breach of agency sell any Shares at the purchase price per share and nothing set forth in such disclosures or fiduciary dutydocumentation is intended to suggest that any Underwriter is making such a recommendation.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholder hereby acknowledges and agrees that: (i) that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Underwritten Securities Offered Shares. The Company further acknowledges that the Underwriters are acting pursuant to the applicable Terms a contractual relationship created solely by this Agreement and this Agreement, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is entered into on an arm’s-arm’s length commercial transaction between the Company, on the one handbasis, and in no event do the several Underwritersparties intend that the Underwriters act or be responsible as a fiduciary to either the Company or its management, on the stockholders or creditors or any other hand; (ii) person in connection with each transaction contemplated by this Agreement any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the applicable Terms Agreement and Securities, either before or after the process leading date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to such transaction, each Underwriter is acting solely as a principal and not as the agent or fiduciary of the Company or any of its affiliates; (iii) no Underwriter has assumed any advisory or fiduciary responsibility the Selling Stockholder, either in favor of the Company or any of its affiliates connection with respect to any of the transactions contemplated by this Agreement or any matters leading up to such transactions, and the applicable Terms Agreement Company and the Selling Stockholder hereby confirm their understanding and agreement to that effect. The 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 process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter has any obligation Underwriters to the Company or the Selling Stockholder regarding such transactions, including, but not limited to, any of its affiliates with respect to any offering of Underwritten Securities except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; (iv) each Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; (v) no Underwriter has provided any legal, accounting, regulatory opinions or tax advice views with respect to the transactions contemplated by this Agreement and price or market for the applicable Terms AgreementShares, and do not constitute advice or recommendations to the Company has consulted its own legal and financial advisors to or the extent it deemed appropriate; and (vi) 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 CompanySelling Stockholder. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the The Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof Selling Stockholder hereby waive and thereof. 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 Underwriter or several Underwriters with respect to any breach or alleged breach of agency any fiduciary or fiduciary dutysimilar 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 Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities pursuant to the applicable Standard Provisions and the Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; , (iib) in connection with each transaction the offering contemplated by this Agreement and the applicable Terms Agreement hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company Company, or its stockholders, creditors, employees or any of its affiliates; other party, (iiic) no Underwriter has assumed any or will assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates with respect to any of the transactions offering contemplated by this Agreement and the applicable Terms Agreement hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter has any obligation to the Company or any of its affiliates with respect to any the offering of Underwritten Securities contemplated hereby except the obligations expressly set forth in this Agreement the Standard Provisions and the applicable Terms Agreement; , (ivd) each Underwriter the Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , and (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering contemplated by this Agreement and the applicable Terms Agreement, hereby and the Company has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; . If the foregoing is in accordance with your understanding of our agreement, please sign and (vi) any review by return to the Underwriters of the CompanyCompany a counterpart hereof, the transactions contemplated hereby or other matters relating to such transactions whereupon this instrument, along with all counterparts, will be performed solely for the benefit of become a binding agreement between the Underwriters and shall not be on behalf the Company in accordance with its terms. Very truly yours. PEPSICO, INC. By: /s/ J. Xxxxxxx Xxxxxx Name: J. Xxxxxxx Xxxxxx Title: Vice President and Assistant Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. XXXXXX XXXXXXX & CO. INCORPORATED, as Representatives of the several Underwriters By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President By: XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Executive Director EXECUTION COPY Exhibit A PEPSICO, INC. Underwritten Securities TERMS AGREEMENT May 19, 2008 To: PepsiCo, Inc. 000 Xxxxxxxx Xxxx Road Purchase, New York 10577 Ladies and Gentlemen: We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell $1,750,000,000 of its 5.00% Senior Notes due 2018 (such securities also being hereinafter referred to as the “Underwritten Securities”) subject to the terms and conditions stated herein and in the Underwriting Agreement Standard Provisions, dated May 19, 2008 (the “Standard Provisions”). This Agreement and Each of the applicable Terms provisions in the Standard Provisions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and same extent as if such provisions had been set forth in full herein. We, the underwriters named below (the “Underwriters”), offer to purchase the number or amount of Underwritten Securities opposite our names set forth below at a purchase price equal to 99.036% of the principal amount thereof. Underwriter Principal Amount Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 525,000,000 X.X. Xxxxxx Securities Inc. 525,000,000 Xxxxxx Xxxxxxx & Co. Incorporated 525,000,000 BNY Mellon Capital Markets, LLC 43,750,000 Citigroup Global Markets Inc. 43,750,000 UBS Securities LLC 43,750,000 The Company hereby waives and releasesXxxxxxxx Capital Group, to L.P. 43,750,000 Total 1,750,000,000 The Underwritten Securities shall have the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyterms set forth in Schedule II.