Common use of Compliance with USA Patriot Act Clause in Contracts

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms. Very truly yours, SRC ENERGY INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President Acting on behalf of themselves and as the Representatives of the several Underwriters listed on Schedule A hereto. SCHEDULE A Underwriter Number of Firm Securities Credit Suisse Securities (USA) LLC 12,075,000 X.X. Xxxxxx Securities LLC 9,712,500 Citigroup Global Markets Inc. 1,575,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 1,575,000 KeyBanc Capital Markets Inc. 875,000 BMO Capital Markets Corp. 787,500 Capital One Securities, Inc. 787,500 Deutsche Bank Securities Inc. 787,500 Xxxxxxx Rice & Company L.L.C. 787,500 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 787,500 Xxxxxxx Xxxxx & Associates, Inc. 787,500 Scotia Capital (USA) Inc. 787,500 Xxxxx Fargo Securities, LLC. 787,500 Xxxxxx X. Xxxxx & Co. Incorporated 525,000 Xxxxxxx & Company International 525,000 Xxxxxxxx Inc. 525,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 525,000 Imperial Capital, LLC 262,500 Seaport Global Securities LLC 262,500 Xxxxx Brothers Investment Research, Inc. 262,500 Total 35,000,000

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If Please confirm, by signing and returning to us two (2) counterparts of this Agreement, that the Representatives are acting on behalf of themselves and the several Underwriters and that the foregoing is in accordance with correctly sets forth the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between among the Company and the several Underwriters in accordance with its termsUnderwriters. Very truly yours, SRC ENERGY NEW YORK MORTGAGE TRUST, INC. By: /s/ Xxxxxx X. Xxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxx X. Xxxxxxxxx Title: Chief Financial Executive Officer The foregoing Underwriting Agreement is hereby confirmed Confirmed and accepted as of the date first above writtenmentioned: XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Executive Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx Title: Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President Acting on behalf of themselves and as the As Representatives of the several Several Underwriters listed on named in Schedule A hereto. I hereto SCHEDULE A Underwriter I Underwriting Agreement dated August 9, 2018 Underwriters Number of Firm Securities to be Purchased Xxxxxx Xxxxxxx & Co. LLC 3,250,000 Credit Suisse Securities (USA) LLC 12,075,000 X.X. Xxxxxx Securities LLC 9,712,500 Citigroup Global Markets 1,750,000 Barclays Capital Inc. 1,575,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 1,575,000 KeyBanc Capital Markets Inc. 875,000 BMO Capital Markets Corp. 787,500 Capital One Securities, Inc. 787,500 1,250,000 Deutsche Bank Securities Inc. 787,500 Xxxxxxx Rice & Company L.L.C. 787,500 Xxxxxxx Lynch, Pierce, 1,250,000 X.X. Xxxxxx & Xxxxx Incorporated 787,500 Xxxxxxx Xxxxx & Associates, Inc. 787,500 Scotia Capital (USA) Inc. 787,500 Xxxxx Fargo Securities, LLC. 787,500 Xxxxxx X. Xxxxx & Co. Incorporated 525,000 Xxxxxxx & Company International 525,000 Xxxxxxxx Inc. 525,000 XxxxxxLLC 1,250,000 Xxxxx, Xxxxxxxx & CompanyXxxxx, Incorporated 525,000 Imperial CapitalInc. 1,250,000 RBC Capital Markets, LLC 262,500 Seaport Global 1,250,000 UBS Securities LLC 262,500 Xxxxx Brothers Investment Research1,250,000 Total 12,500,000 SCHEDULE 1(j) Entity Company Ownership Kiawah River View Investors LLC 50.00 % The Clusters, Inc. 262,500 Total 35,000,000LLC 38.67 % 34 SCHEDULE 1(xx) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2016-RP1, LLC NYMT Residential 2016-RP1, LLC NYMT Residential Tax 2016-RP1, LLC RB Commercial Trust Series 2012-RS1 SCHEDULE II Issuer General-Use Free Writing Prospectus None. SCHEDULE III Pricing and Other Information 12,500,000 shares at a public offering price of $6.16 per share with an underwriting discount of $0.16 per share with an option to purchase up to 1,875,000 additional shares at that same price and discount.

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its termsspace provided below. Very truly yours, SRC ENERGY AGILENT TECHNOLOGIES, INC. By: /s/ Xxxxx X. Xxxxxxxxx Xxxxxxx Name: Xxxxx X. :Xxxxxxxxx Xxxxxxx Title: Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed Vice President and accepted Treasurer Accepted as of the date first above writtenhereof BOFA SECURITIES, INC., MIZUHO SECURITIES USA LLC and XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto. CREDIT SUISSE BOFA SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director MIZUHO SECURITIES (USA) USA LLC By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Vice President XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director X.X. XXXXXX SECURITIES Schedule 1 Underwriter Principal Amount of Securities BofA Securities, Inc. $ 140,000,000 Mizuho Securities USA LLC By: /s/ 140,000,000 Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President Acting on behalf of themselves and as the Representatives of the several Underwriters listed on Schedule A hereto. SCHEDULE A Underwriter Number of Firm Securities Credit Suisse Fargo Securities, LLC 140,000,000 Academy Securities, Inc. 20,000,000 HSBC Securities (USA) LLC 12,075,000 X.X. Xxxxxx Securities LLC 9,712,500 Citigroup Global Markets Inc. 1,575,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 1,575,000 20,000,000 KeyBanc Capital Markets Inc. 875,000 BMO Capital Markets Corp. 787,500 Capital One Securities20,000,000 Penserra Securities LLC 20,000,000 Total $ 500,000,000 Annex A Time of Sale Information Free Writing Prospectus (consisting of a pricing term sheet substantially in the form of Annex B hereto) dated June 1, 2020. Annex B Filed Pursuant to Rule 433 Registration No. 333-233593 Issuer Free Writing Prospectus dated June 1, 2020 Relating to Preliminary Prospectus Supplement dated June 1, 2020 Agilent Technologies, Inc. 787,500 Deutsche Bank Securities Inc. 787,500 Xxxxxxx Rice & Company L.L.C. 787,500 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 787,500 Xxxxxxx Xxxxx & Associates, Inc. 787,500 Scotia Capital (USA) Inc. 787,500 Xxxxx Fargo Securities, LLC. 787,500 Xxxxxx X. Xxxxx & Co. Incorporated 525,000 Xxxxxxx & Company International 525,000 Xxxxxxxx Inc. 525,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 525,000 Imperial Capital, LLC 262,500 Seaport Global Securities LLC 262,500 Xxxxx Brothers Investment Research, Inc. 262,500 Total 35,000,000Pricing Term Sheet

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If Please confirm, by signing and returning to us two (2) counterparts of this Agreement, that the Representatives are acting on behalf of themselves and the several Underwriters and that the foregoing is in accordance with correctly sets forth the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between among the Company and the several Underwriters in accordance with its termsUnderwriters. Very truly yours, SRC ENERGY NEW YORK MORTGAGE TRUST, INC. By: /s/ Xxxxxx X. Xxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxx X. Xxxxxxxxx Title: Chief Financial Executive Officer The foregoing Underwriting Agreement is hereby confirmed Confirmed and accepted as of the date first above writtenmentioned: XXXXXX XXXXXXX & CO. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxx Xxxx Name: Xxxxxxx Xxxxxx Xxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President Acting on behalf of themselves and as the Representatives As Representative of the several Several Underwriters listed on named in Schedule A hereto. I hereto SCHEDULE A Underwriter I Underwriting Agreement dated May 8, 2019 Underwriters Number of Firm Securities to be Purchased Xxxxxx Xxxxxxx & Co. LLC 5,760,000 Barclays Capital Inc. 3,060,000 Credit Suisse Securities (USA) LLC 12,075,000 3,060,000 X.X. Xxxxxx Securities, LLC 3,060,000 UBS Securities LLC 9,712,500 Citigroup Global Markets Inc. 1,575,000 SunTrust Xxxxxxxx Xxxxxxxx3,060,000 Total 18,000,000 SCHEDULE 1(j) Entity Company Ownership Kiawah River View Investors LLC 50.00 % SCHEDULE 1(xx) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II SCHEDULE II Issuer General-Use Free Writing Prospectus None. SCHEDULE III Pricing and Other Information 18,000,000 shares with an option to purchase up to 2,700,000 additional shares. The price per share for the Securities shall be, Inc. 1,575,000 KeyBanc Capital Markets Inc. 875,000 BMO Capital Markets Corp. 787,500 Capital One Securitiesas to each investor, Inc. 787,500 Deutsche Bank Securities Inc. 787,500 Xxxxxxx Rice & Company L.L.C. 787,500 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 787,500 Xxxxxxx Xxxxx & Associates, Inc. 787,500 Scotia Capital (USA) Inc. 787,500 Xxxxx Fargo Securities, LLC. 787,500 Xxxxxx X. Xxxxx & Co. Incorporated 525,000 Xxxxxxx & Company International 525,000 Xxxxxxxx Inc. 525,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 525,000 Imperial Capital, LLC 262,500 Seaport Global Securities LLC 262,500 Xxxxx Brothers Investment Research, Inc. 262,500 Total 35,000,000the price paid by such investor.

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its termsspace provided below. Very truly yours, SRC ENERGY AGILENT TECHNOLOGIES, INC. By: /s/ Xxxxx X. Xxxxxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxxxxx Xxxxxxx Title: Chief Financial Officer The foregoing Vice President, Treasurer [Signature Page to Underwriting Agreement is hereby confirmed and accepted Agreement] Accepted as of the date first above writtenhereof BARCLAYS CAPITAL INC., X.X. XXXXXX SECURITIES LLC and MUFG SECURITIES AMERICAS INC. CREDIT SUISSE SECURITIES (USA) LLC As Representatives of the several Underwriters listed in Schedule 1 hereto. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx Xxxxxx E. Xxxx Xxxxxxxxx III Name: Xxxxxxx Xxxxxx E. Xxxx Xxxxxxxxx III Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Xxxxx Title: Vice President Acting on behalf Managing Director Schedule 1 Underwriter Principal Amount of themselves and as the Representatives of the several Underwriters listed on Schedule A hereto. SCHEDULE A Underwriter Number of Firm Securities Barclays Capital Inc. $ 140,000,000 X.X. Xxxxxx Securities LLC 140,000,000 MUFG Securities Americas Inc. 140,000,000 Academy Securities Inc. 20,000,000 Credit Suisse Securities (USA) LLC 12,075,000 20,000,000 HSBC Securities (USA) Inc. 20,000,000 KeyBanc Capital Markets Inc. 20,000,000 Total $ 500,000,000 Annex A Time of Sale Information Free Writing Prospectus (consisting of a pricing term sheet substantially in the form of Annex B hereto) dated September 5, 2019. Annex B Filed Pursuant to Rule 433 Registration No. 333-233593 Issuer Free Writing Prospectus dated September 5, 2019 Relating to Preliminary Prospectus Supplement dated September 5, 2019 Agilent Technologies, Inc. Pricing Term Sheet 2.750% Senior Notes due 2029 Issuer: Agilent Technologies, Inc. Principal Amount: $500,000,000 Security Type: Senior Notes Maturity Date: September 15, 2029 Coupon: 2.750% Price to Public: 99.316% Yield to Maturity: 2.829% Spread to Benchmark Treasury: +127 basis points Benchmark Treasury: 1.625% due August 15, 2029 Benchmark Treasury Price and Yield: 100-19+;1.559% Interest Payment Dates: March 15 and September 15, commencing March 15, 2020 Make-Whole Call: Prior to June 15, 2029, the greater of par and redemption price at Treasury +20 basis points Par Call: On or after June 15, 2029 Trade Date: September 5, 2019 Settlement Date*: September 16, 2019 (T+7) Denominations: $2,000 x $1,000 CUSIP / ISIN: 00000XXX0 / US00846UAL52 Ratings**: Baa2 by Xxxxx’x Investors Service, Inc. BBB+ by Standard & Poor’s Ratings Services BBB+ by Fitch Ratings Joint Book-Running Managers: Barclays Capital Inc. X.X. Xxxxxx Securities LLC 9,712,500 Citigroup Global Markets MUFG Securities Americas Inc. 1,575,000 SunTrust Xxxxxxxx XxxxxxxxCo-Managers: Academy Securities, Inc. 1,575,000 Credit Suisse Securities (USA) LLC HSBC Securities (USA) Inc. KeyBanc Capital Markets Inc. 875,000 BMO * Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the second business day preceding the settlement date will be required, by virtue of the fact that the notes initially settle in T+7, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors. ** Note: A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the Annex B issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting Barclays Capital Markets Corp. 787,500 Capital One SecuritiesInc. toll-free at 0-000-000-0000, Inc. 787,500 Deutsche Bank Securities Inc. 787,500 Xxxxxxx Rice & Company L.L.C. 787,500 Xxxxxxx Lynch, Pierce, X.X. Xxxxxx & Xxxxx Incorporated 787,500 Xxxxxxx Xxxxx & Associates, Inc. 787,500 Scotia Capital (USA) Inc. 787,500 Xxxxx Fargo Securities, LLC. 787,500 Xxxxxx X. Xxxxx & Co. Incorporated 525,000 Xxxxxxx & Company International 525,000 Xxxxxxxx Inc. 525,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 525,000 Imperial Capital, LLC 262,500 Seaport Global Securities LLC 262,500 Xxxxx Brothers Investment Researchat 0-000-000-0000 or MUFG Securities Americas Inc. toll-free at 0-000-000-0000. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. Annex C Investor presentation of the Company used for investor meetings on September 4, Inc. 262,500 Total 35,000,0002019.

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the CompanyCompany and the Guarantors, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with the Representatives’ Representative’s understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between among the Company Company, the Guarantors and the several Underwriters in accordance with its terms. Very truly yours, SRC ENERGY THE CHEMOURS COMPANY THE CHEMOURS COMPANY FC, LLC THE CHEMOURS COMPANY TT, LLC CHEMFIRST INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above writtenFIRST CHEMICAL CORPORATION FIRST CHEMICAL TEXAS, L.P. FT CHEMICAL, INC. CREDIT SUISSE SECURITIES (USA) FIRST CHEMICAL HOLDINGS, LLC By: /s/ Xxxxxxx Mxxx X. Xxxxxx Name: Xxxxxxx Mxxx X. Xxxxxx Title: Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President Acting on behalf of themselves and as the Representatives of the several Underwriters listed on Schedule A hereto. SCHEDULE A Underwriter Number of Firm Securities Chief Financial Officer Accepted: Credit Suisse Securities (USA) LLC 12,075,000 X.X. Acting on behalf of itself and the several Underwriters named in Schedule A hereto By: /s/ Pxxxxxxx Xxxxx Name: Pxxxxxxx Xxxxx Title: Director [Signature Page to the Underwriting Agreement] SCHEDULE A Underwriters Principal Amount of Securities to be Purchased Credit Suisse Securities (USA) LLC $ 150,000,000.00 J.X. Xxxxxx Securities LLC 9,712,500 $ 90,000,000.00 Citigroup Global Markets Inc. 1,575,000 SunTrust Xxxxxxxx Xxxxxxxx, $ 90,000,000.00 Barclays Capital Inc. 1,575,000 KeyBanc Capital Markets Inc. 875,000 BMO Capital Markets Corp. 787,500 Capital One Securities, Inc. 787,500 Deutsche Bank $ 90,000,000.00 TD Securities Inc. 787,500 Xxxxxxx Rice & Company L.L.C. 787,500 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 787,500 Xxxxxxx Xxxxx & Associates, Inc. 787,500 Scotia Capital (USA) LLC $ 50,000,000.00 HSBC Securities (USA) Inc. 787,500 Xxxxx Fargo Securities, LLC. 787,500 Xxxxxx X. Xxxxx & Co. Incorporated 525,000 Xxxxxxx & Company International 525,000 Xxxxxxxx Inc. 525,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 525,000 Imperial Capital$ 13,000,000.00 RBC Capital Markets, LLC 262,500 Seaport Global $ 8,500,000.00 Mizuho Securities USA LLC 262,500 Xxxxx Brothers Investment Research$ 8,500,000.00 Total $ 500,000,000.00 SCHEDULE B GUARANTORS The Chemours Company FC, LLC The Chemours Company TT, LLC ChemFirst Inc. First Chemical Corporation First Chemical Texas, L.P. FT Chemical, Inc. 262,500 Total 35,000,000First Chemical Holdings, LLC SCHEDULE C

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001), as amended), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address addresses of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with the Representatives’ your understanding of our agreement, kindly please sign and return to us the Company one of the counterparts enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement between among the Company and the several Underwriters in accordance with its termsUnderwriters. Very truly yours, SRC ENERGY INC. TransAlta Corporation By: /s/ Xxxxx X. Xxxxxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxxxxx Xxxxxxx Title: Chief Financial Officer Vice President, Legal and Corporate Secretary By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Senior Vice President, M&A, Strategy and Treasurer [Signature Page to Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) RBC Capital Markets, LLC By: /s/ Xxxxxxx Xxxxxx Xxxx Name: Xxxxxxx Xxxxxx Xxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President Acting on behalf of themselves For itself and as the Representatives of the other several Underwriters listed on named in Schedule A heretoI to the foregoing Agreement. SCHEDULE A Underwriter Number Schedule I Underwriters Principal Amount of Firm Securities Credit Suisse Securities (USA) to be Purchased RBC Capital Markets, LLC 12,075,000 X.X. Xxxxxx Securities LLC 9,712,500 Citigroup Global Markets Inc. 1,575,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 1,575,000 KeyBanc Capital Markets Inc. 875,000 BMO Capital US$ 100,000,000.00 CIBC World Markets Corp. 787,500 Capital One US$ 64,000,000.00 BofA Securities, Inc. 787,500 Deutsche Bank Securities Inc. 787,500 Xxxxxxx Rice & Company L.L.C. 787,500 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 787,500 Xxxxxxx Xxxxx & Associates, Inc. 787,500 US$ 12,000,000.00 Scotia Capital (USA) Inc. 787,500 Xxxxx Fargo SecuritiesUS$ 52,000,000.00 BMO Capital Markets Corp. US$ 32,000,000.00 TD Securities (USA) LLC US$ 32,000,000.00 National Bank of Canada Financial Inc. US$ 32,000,000.00 MUFG Securities Americas Inc. US$ 20,000,000.00 Xxxxxxxxxx Securities Inc. US$ 20,000,000.00 ATB Capital Markets Inc. US$ 20,000,000.00 Mizuho Securities USA LLC US$ 12,000,000.00 Loop Capital Markets LLC US$ 4,000,000.00 Total US$ 400,000,000.00 Schedule II Schedule of Free Writing Prospectuses included in the Disclosure Package: Final Term Sheet dated November 14, LLC2022 (in the form of Schedule III hereto) Schedule III TransAlta Corporation Pricing Term Sheet This pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement, dated November 14, 2022 (the “Preliminary Prospectus Supplement”). 787,500 Xxxxxx X. Xxxxx & Co. Incorporated 525,000 Xxxxxxx & Company International 525,000 Xxxxxxxx Inc. 525,000 XxxxxxThe information in this pricing term sheet supplements the Preliminary Prospectus Supplement and updates and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Terms used and not defined herein have the meanings assigned in the Preliminary Prospectus Supplement. Issuer: TransAlta Corporation Security Type: SEC-registered green senior unsecured notes Size/Gross Proceeds: US$400,000,000 Maturity: November 15, Xxxxxxxx & Company2029 Coupon: 7.750% per annum, Incorporated 525,000 Imperial Capitalpayable semi-annually Price: 100%, LLC 262,500 Seaport Global Securities LLC 262,500 Xxxxx Brothers Investment Researchplus accrued interest, Inc. 262,500 Total 35,000,000if any from November 17, 2022 Yield to Maturity: 7.750% Spread: + 390.5 basis points Benchmark Treasury: UST 1.750% due November 15, 2029 Treasury Yield: 3.845% Trade Date: November 14, 2022 Settlement: November 17, 2022 (T+3) We expect that delivery of the Notes will be made to investors on or about November 17, 2022, which will be the third business day following the date of this Prospectus Supplement (such settlement being referred to as “T+3”). Under Rule 15c6-1 under the U.S. Exchange Act, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the delivery of the Notes hereunder may be required, by virtue of the fact that the Notes initially settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of Notes who wish to trade Notes prior to their date of delivery hereunder should consult their advisors.

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms. Very truly yours, SRC ENERGY ING U.S., INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted ING INSURANCE INTERNATIONAL, B.V. By: Name: Title: By: Name: Title: Accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) hereof Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf of themselves and as the Representatives of the several Underwriters listed on named in Schedule A heretoII hereto XXXXXX XXXXXXX & CO. LLC By: Name: Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: SCHEDULE A I Underwriter Number of Firm Securities Credit Suisse Securities (USA) Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC 12,075,000 X.X. Xxxxxx Securities LLC 9,712,500 Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. 1,575,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 1,575,000 KeyBanc Capital Markets Inc. 875,000 BMO Capital Markets Corp. 787,500 Capital One Securities, Inc. 787,500 Deutsche Bank Securities Inc. 787,500 Xxxxxxx Rice & Company L.L.C. 787,500 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 787,500 Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & AssociatesPartners, Inc. 787,500 Scotia X.X. Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Commerz Markets LLC HSBC Securities (USA) Inc. 787,500 Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Fargo Securities, LLC. 787,500 Xxxxxxx & Co. Xxxxxx X. Xxxxx & Co. Incorporated 525,000 Xxxxxxx & Company International 525,000 Xxxxxxxx Inc. 525,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 525,000 Imperial CapitalInc. The Xxxxxxxx Capital Group, LLC 262,500 Seaport Global Securities LLC 262,500 Xxxxx Brothers Investment Research, Inc. 262,500 Total 35,000,000L.P. Total: SCHEDULE II Time of Sale Prospectus

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms. Very truly yours, SRC ENERGY MICRON TECHNOLOGY, INC. By: /s/ Xxxxx Kxxx Xxxx Name:Kxxx Xxxx Title: Corporate Vice President, Finance Accepted as of the date hereof Citigroup Global Markets Inc. Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Citigroup Global Markets Inc. By: /s/ Bxxxx X. Xxxxxxxxx Name: Xxxxx Bxxxx X. Xxxxxxxxx Title: Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted Managing Director Accepted as of the date first above writtenhereof Credit Suisse Securities (USA) LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. CREDIT SUISSE SECURITIES By: Credit Suisse Securities (USA) LLC By: /s/ Xxxxxxx Mxxxxx Xxxxxx Name: Xxxxxxx Mxxxxx Xxxxxx Title: Director X.X. XXXXXX SECURITIES Accepted as of the date hereof Mxxxxx Sxxxxxx & Co. LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President Acting on behalf of themselves and as the Representatives of the several Underwriters listed on named in Schedule A I hereto. By: Mxxxxx Sxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director SCHEDULE A I Underwriter Number Principal Amount of Firm Securities to be Purchased Citigroup Global Markets Inc. $ 166,625,000 Credit Suisse Securities (USA) LLC 12,075,000 X.X. Xxxxxx $ 166,625,000 Mxxxxx Sxxxxxx & Co. LLC $ 166,750,000 Credit Agricole Securities LLC 9,712,500 Citigroup Global Markets Inc. 1,575,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 1,575,000 KeyBanc Capital Markets Inc. 875,000 BMO Capital Markets Corp. 787,500 Capital One Securities, Inc. 787,500 Deutsche Bank Securities Inc. 787,500 Xxxxxxx Rice & Company L.L.C. 787,500 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 787,500 Xxxxxxx Xxxxx & Associates, Inc. 787,500 Scotia Capital (USA) Inc. 787,500 Xxxxx $ 83,375,000 HSBC Securities (USA) Inc. $ 83,375,000 MUFG Securities Americas Inc. $ 83,250,000 ANZ Securities, Inc. $ 62,500,000 BNP Paribas Securities Corp. $ 62,500,000 ICBC Standard Bank Plc $ 62,500,000 Mizuho Securities USA LLC $ 62,500,000 Academy Securities, Inc. $ 50,000,000 Gxxxxxx Sachs & Co. LLC $ 50,000,000 J.X. Xxxxxx Securities LLC $ 50,000,000 Sxxxxxx Xxxxxxxx Shank & Co., LLC $ 50,000,000 Wxxxx Fargo Securities, LLC. 787,500 Xxxxxx X. Xxxxx & Co. Incorporated 525,000 Xxxxxxx & Company International 525,000 Xxxxxxxx Inc. 525,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 525,000 Imperial Capital, LLC 262,500 Seaport Global Securities LLC 262,500 Xxxxx Brothers Investment Research, Inc. 262,500 Total 35,000,000$ 50,000,000 Total: $ 1,250,000,000 SCHEDULE II Time of Sale Information

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the CompanyCompany and the Guarantors, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters Initial Purchasers to properly identify their respective clients. [Signature Page Follows] If the foregoing is in accordance with the Representatives’ Representative’s understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between among the Company Company, the Guarantors and the several Underwriters Initial Purchasers in accordance with its terms. Very truly yours, SRC ENERGY THE CHEMOURS COMPANY THE CHEMOURS COMPANY THE CHEMOURS COMPANY FC, LLC CHEMFIRST INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above writtenFIRST CHEMICAL CORPORATION FIRST CHEMICAL TEXAS, L.P. FT CHEMICAL, INC. CREDIT SUISSE SECURITIES (USA) FIRST CHEMICAL HOLDINGS, LLC By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Director Senior Vice President and Chief Financial Officer Accepted: X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President Acting on behalf of themselves itself and as the Representatives of the several Underwriters listed on Initial Purchasers named in Schedule A hereto. hereto By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Managing Director SCHEDULE A Underwriter Number INITIAL PURCHASERS Initial Purchasers Principal Amount of Firm Offered Securities to be Purchased X.X. Xxxxxx Securities LLC $ 200,000,000 Citigroup Global Markets Inc. $ 80,000,000 Credit Suisse Securities (USA) LLC 12,075,000 X.X. Xxxxxx Securities $ 72,000,000 RBC Capital Markets, LLC 9,712,500 Citigroup Global Markets $ 72,000,000 Barclays Capital Inc. 1,575,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 1,575,000 KeyBanc Capital Markets Inc. 875,000 BMO Capital Markets Corp. 787,500 Capital One Securities, Inc. 787,500 $ 64,000,000 Deutsche Bank Securities Inc. 787,500 Xxxxxxx Rice & Company L.L.C. 787,500 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 787,500 Xxxxxxx Xxxxx & Associates, Inc. 787,500 Scotia Capital $ 56,000,000 TD Securities (USA) LLC $ 56,000,000 HSBC Securities (USA) Inc. 787,500 Xxxxx Fargo $ 48,000,000 BofA Securities, LLC. 787,500 Xxxxxx X. Xxxxx & Co. Incorporated 525,000 Xxxxxxx & Inc. $ 40,000,000 Mizuho Securities USA LLC $ 40,000,000 Truist Securities, Inc. $ 40,000,000 BNP Paribas Securities Corp. $ 16,000,000 Citizens Capital Markets, Inc. $ 16,000,000 Total $ 800,000,000 SCHEDULE B GUARANTORS The Chemours Company International 525,000 Xxxxxxxx Inc. 525,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 525,000 Imperial CapitalFC, LLC 262,500 Seaport Global Securities LLC 262,500 Xxxxx Brothers Investment ResearchChemFirst Inc. First Chemical Corporation First Chemical Texas, L.P. FT Chemical, Inc. 262,500 Total 35,000,000First Chemical Holdings, LLC SCHEDULE C

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with the Representatives’ your understanding of our agreement, kindly please sign and return to us the Company one of the counterparts enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement between among the Company and the several Underwriters in accordance with its termsUnderwriters. Very truly yours, SRC ENERGY INC. XXXX CORPORATION, By: /s/ Xxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Title: Chief Financial Officer Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above writtenspecified above. CREDIT SUISSE SECURITIES (USA) LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxx Xxxxxx Title: Managing Director X.X. XXXXXX For itself and the other several Underwriters named in Schedule I to the foregoing Agreement. By: DEUTSCHE BANK SECURITIES LLC INC. As the Independent Underwriter By: /s/ Xxxxx Xxxxx Xxxxxxx Name: Xxxxx Xxxxx Xxxxxxx Title: Vice President Acting on behalf Managing Director By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director SCHEDULE I Underwriter Principal Amount of themselves and as the Representatives of the several Underwriters listed on Schedule A hereto. SCHEDULE A Underwriter Number of Firm Offered Securities Credit Suisse Securities (USA) LLC 12,075,000 to be Purchased Citigroup Global Markets Inc. $ 137,500,000.00 X.X. Xxxxxx Securities LLC 9,712,500 Citigroup Global Markets Inc. 1,575,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 1,575,000 KeyBanc Capital Markets Inc. 875,000 BMO Capital Markets Corp. 787,500 Capital One Securities, Inc. 787,500 Deutsche Bank Securities Inc. 787,500 Xxxxxxx Rice & Company L.L.C. 787,500 $ 82,500,000.00 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 787,500 Xxxxxxx $ 71,500,000.00 Xxxxx & AssociatesFargo Securities, LLC $ 71,500,000.00 PNC Capital Markets LLC $ 60,500,000.00 SMBC Nikko Securities America, Inc. 787,500 $ 44,000,000.00 Scotia Capital (USA) LLC $ 33,000,000.00 MUFG Securities Americas Inc. 787,500 Xxxxx Fargo Securities$ 16,500,000.00 Deutsche Bank Securities Inc. $ 16,500,000.00 TD Securities (USA) LLC $ 16,500,000.00 TOTAL: $ 550,000,000 SCHEDULE II SIGNIFICANT SUBSIDIARIES OF XXXX CORPORATION Significant Subsidiary Shareholders/Members Blue Cube Holding LLC Blue Cube Spinco LLC Blue Cube Holdings C.V. Blue Cube International Holdings LLC Blue Cube Holding LLC Blue Cube Intermediate Holding 1 LLC Blue Cube Holdings C.V. Blue Cube International Holdings LLC Blue Cube Spinco LLC Blue Cube Operations LLC Blue Cube Holding LLC Blue Cube Spinco LLC Xxxx Corporation Nedastra International C.V. Blue Cube Intermediate Holding 2 LLC Blue Cube Intermediate Holding 1 LLC Olin Sunbelt, LLC. 787,500 Xxxxxx X. Xxxxx & Co. Incorporated 525,000 Xxxxxxx & Company International 525,000 Xxxxxxxx Inc. 525,000 XxxxxxXxxx Corporation Olin Sunbelt II, Xxxxxxxx & Company, Incorporated 525,000 Imperial CapitalInc. Xxxx Corporation Olin Chlorine 7, LLC 262,500 Seaport Global Securities Blue Cube Holding LLC 262,500 Xxxxx Brothers Investment ResearchSunbelt Chlor Alkali Partnership Olin Sunbelt, Inc. 262,500 Total 35,000,000Xxxx Sunbelt II, Inc. Xxxx Corporation Winchester Ammunition, Inc. Xxxx Corporation SCHEDULE III [See attached] SCHEDULE IV CERTAIN XXXX CORPORATION DEBT AGREEMENTS