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 the Guarantors acknowledge and agree that: (i) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the 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 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 and the Guarantors, or their respective affiliates, stockholders, creditors or employees or any of its affiliatesother party; (iii) no Underwriter Initial Purchaser 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 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 Guarantor on other matters) and no Underwriter has or any other obligation to the Company or any of its affiliates with respect to any offering of Underwritten Securities Guarantor 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 the Guarantors, and 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 Initial Purchaser has provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and the applicable Terms AgreementOffering, 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 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: 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 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 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 Shareholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand; , and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriter (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 the 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 the Selling Shareholder, or their respective stockholders, creditors, employees or any other party, (iiic) no the Underwriter has not assumed any or will not assume an advisory or fiduciary responsibility in favor of the Company or any of its affiliates the Selling Shareholder 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 the Underwriter has advised or is currently advising the Company or Company, any of its affiliates subsidiaries or the Selling Shareholder on other matters) and no the Underwriter has any no obligation to the Company or any of its affiliates the Selling Shareholder with respect to any the offering of Underwritten the Securities except the obligations expressly set forth in this Agreement and Agreement, (d) 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 each of the Company; Company and the Selling Shareholder, and (ve) no the Underwriter has 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 each of the Company and the applicable Terms Agreement, and the Company Selling Shareholder has consulted its own legal respective legal, accounting, regulatory, investment 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 or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Selling Shareholder acknowledges 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 agrees that, although the Underwriter may be required or several Underwriterschoose to provide the Selling Shareholder with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, the Underwriter is not making a recommendation to the Selling Shareholder to participate in the offering, enter into a “lock-up” agreement, or sell any of themSecurities 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 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 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 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 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 Each of the Company, the Operating Partnership and the 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 Company, the Operating Partnership 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 the Selling Stockholders, 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 Company, the Operating Partnership or any of its affiliates the Selling Stockholders 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 the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company Company, the Operating Partnership or any of its affiliates the Selling Stockholders 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; , the Operating Partnership and the Selling Stockholders, 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 offering of the Securities and the applicable Terms AgreementCompany, the Operating Partnership and the Company Selling Stockholder 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 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: (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 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 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, the Forward Seller and the Forward Purchaser, on the other hand; , and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, the Forward Seller or the Forward Purchaser, (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 Seller and the 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 its shareholders, creditors, employees or any other party, (iiic) no Underwriter none of the Underwriters, the Forward Seller or the Forward 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 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 none of the Underwriters, the Forward Seller or the Forward Purchaser 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, 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; , (ve) no Underwriter has the Underwriters, the Forward Seller and the Forward Purchaser 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; , and (vif) any review by the Underwriters none of the Companyactivities of the Underwriters, the Forward Seller or the Forward Purchaser 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 Seller 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 Purchaser 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: (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 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 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 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 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 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 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 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 Each of the Transaction Entities 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 Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyTransaction Entities, 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 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 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 Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising either of the Company Transaction Entities 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 Transaction Entities 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, (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 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 , (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 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. 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 Company acknowledges and agrees that: : (ia) the purchase Dealer Manager is acting solely as the Dealer Manager in connection with the Rights Offering and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreementno fiduciary, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction advisory or agency relationship between the Company, on the one hand, and the several UnderwritersDealer Manager, on the other hand; , has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Dealer Manager has advised or is advising the Company on other matters, and the Dealer Manager has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; (iib) the formula for determination of the Subscription Price for the Shares was established by the Company; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (d) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement and the process leading to such transactiontransactions, each Underwriter the Dealer Manager is and has been acting solely as a principal and not as the fiduciary, adviser or agent or fiduciary of the Company or any of its affiliates; , stockholders (iiior other equity holders), creditors or employees or any other party; (e) no Underwriter has assumed any advisory or fiduciary responsibility in favor of the Company or any of has obtained 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 own legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and the applicable Terms Agreement, and the Company it has consulted its own legal legal, accounting, regulatory and financial advisors tax advisers to the extent it has deemed appropriate; ; (f) it is aware that the Dealer Manager and (vi) any review by the Underwriters its affiliates are engaged in a broad range of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit which may involve interests that differ from those 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 that the Underwriter or several Underwriters, or any of them, with respect Dealer Manager has no obligation to disclose such interests and transactions to the subject matter hereof and thereof. The Company hereby waives and releasesby virtue of any fiduciary, advisory or agency relationship or otherwise; and (g) it 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 Dealer Manager for breach of fiduciary duty or alleged breach of agency fiduciary duty and agrees that the Dealer Manager shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company or any stockholders, employees or creditors of the Company.

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 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 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 pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Closing 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 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 its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has 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 the Offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Securities or the process leading thereto (irrespective of whether such an 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 offering the Offering of Underwritten the Securities except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; , (ivd) each any Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; , and (ve) no Underwriter none of the Underwriters has 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 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 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 for breach of fiduciary duty 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 any such fiduciary dutyduty claim.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale 26.1 Each of the Underwritten Securities Underwriters is providing services 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 Fee Letter on a several and not joint or joint and several basis and independent of the other Underwriters or syndicate member or any other intermediary in connection with the Offer and the process leading to such transaction, each Underwriter is acting . Each of the Underwriters shall act solely as a principal and not as the agent or the fiduciary of the Company Company, the Shareholders or their stockholders, creditors, employees or any other party. Accordingly, none of the Underwriters will be responsible for acts and omissions of any other BRLMs, underwriters, syndicate members or any other intermediaries. Each Underwriter shall act under this Agreement as an independent contractor with duties arising out 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 engagement pursuant to any of the transactions contemplated by this Agreement and the applicable Terms Agreement Fee Letter owed solely to the Company and the Selling Shareholders, and not in any other capacity, including as a fiduciary, agent or advisor. The Company and the process leading thereto (Selling Shareholders agree that they are solely responsible for making their own judgments in connection with the Offer, irrespective of whether such Underwriter has the Underwriters have advised or is are currently advising the Company Company, the Selling Shareholders, their respective Affiliates, any other party on related or any of its affiliates on other matters) . 26.2 The duties and no Underwriter has any obligation responsibilities of the Underwriters under this Agreement shall be limited to the Company or any of its affiliates with respect to any offering of Underwritten Securities except the obligations those expressly set forth out in this Agreement and the applicable Terms AgreementFee Letter and shall not include general financial or strategic advice. In particular, the duties and responsibilities of the Underwriters under this Agreement shall not include: (a) providing services as escrow bankers or registrars; (ivb) each Underwriter providing tax, financial advisory, legal, regulatory, accounting or technical or specialist advice and its affiliates (c) activity of, or relating to, updating on an annual or other periodic basis the disclosures made in the Offer Documents and making such updated disclosures publicly accessible in accordance with Applicable Law. 26.3 Each of the Underwriters and/or their respective group companies and/or their respective Affiliates (the “Underwriters Group”) may be engaged in a broad wide range of financial services and businesses (including securities trading, securities brokerage, asset management, insurance, banking, research and financing and investment activities, as well as providing investment banking and financial advisory services). In the ordinary course of their activities, members of each Underwriters Group may provide (or may have provided) financial advisory and financing services for and received compensation from, or at any time hold long or short or derivative positions and may trade or otherwise effect transactions for their own account or account of customers in debt or equity securities, swaps, loans or other financial products of any entity that involve may be involved in the Offer. Members of each Underwriters Group and businesses within each Underwriters Group generally act independently of each other, both for their own account and for the account of clients. The Company and the Selling Shareholders, severally and not jointly, hereby acknowledge and agree that, by reason of law or duties of confidentiality owed to other persons, or the rules of any regulatory authority, the members of each Underwriters Group will be prohibited from disclosing information to the Company or the Selling Shareholders (or if such disclosure may be inappropriate), in particular information as to the Underwriters’ possible interests that differ from as described herein and information and compensation received pursuant to client relationships. In addition, there may be situations where parts of an Underwriters Group and/or their clients either in the past or now, or may in the future, have interests, or take actions, or may represent other clients whose interests, conflict with or are directly adverse to those of the Company; (v) no Underwriter has Company or the Selling Shareholders. The Underwriters shall not be obligated to disclose any information in connection with any such representations of their respective members of the Underwriters Group. The Company and the Selling Shareholders acknowledge and agree that the appointment of the Underwriters, the services provided any legal, accounting, regulatory or tax advice with respect by the Underwriters to the transactions contemplated by this Agreement Company, receipt of confidential information nor any previous or existing relationship between the Company and/or the Selling Shareholders and the applicable Terms AgreementUnderwriter(s) or their respective Affiliates, do not give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of confidence) which would preclude the members of the Underwriters Group from engaging in any transaction (either for their own account or on account of its customers) or providing similar services to other customers, or from representing or financing any other party at any time and in any capacity (including, without limitation publishing research reports or other materials at any time which may conflict with the views or advice of the members of the Underwriters Groups’ investment banking department, and have an adverse effect on the Company’s or the Selling Shareholders’ interests and the Underwriter does not have the ability to prevent such occurrences). The Company and the Selling Shareholders acknowledge and agree that the Underwriters and their respective group companies and Affiliates will not restrict their activities as a result of this engagement, and the Company has consulted its own legal Underwriters and financial advisors their respective group companies or Affiliates may undertake any business activity without further consultation with, or notification to the extent it deemed appropriate; Company or the Selling Shareholders. The Company and (vi) any review by the Selling Shareholders further acknowledge and agree that from time to time each Underwriters Group’s research department may publish research reports or other materials, the substance and/or timing of which may conflict with the views or advice of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit members of the Underwriters Group’s investment banking department, and shall may have an adverse effect on the Company’s or the Selling Shareholders’ interests in connection with the Offer or otherwise and that each Underwriters Group’s investment banking department is managed separately from its research department, and does not have the ability to prevent such occurrences. Further, the Underwriters and their respective Affiliates may, at any time, engage, in ordinary course, broking activities for any company that may be on behalf involved in the Offer. Members of the CompanyUnderwriters 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 Issue, or in any related derivative instrument or ordinary course broking activity for any company related to the Offer. 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 hereby waives and releases, Selling Shareholders waive to the fullest extent permitted by law, Applicable Law any claims that the Company they may have against any of the Underwriter or several Underwriters with respect to any arising from an alleged breach or alleged a breach of agency fiduciary duties in connection with the Offer or as described herein. 26.4 Any purchase and sale of the Equity Shares pursuant to this Agreement, including the determination of the Offer Price, shall be on an arm’s length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the Underwriters on the other hand. In connection with the Offer, and the process leading to such transaction, each of the Underwriters shall act solely as a principal and not as the agent or the fiduciary dutyof the Company or the Selling Shareholders, or their stockholders, creditors, employees or any other party.

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 (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 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 (i) 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 Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of such offering) 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 Agent has not as the agent or fiduciary of the Company or any of its affiliates; (iii) no Underwriter has assumed any 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 the Agent has advised or is currently advising the Company or any of its affiliates on other matters) and no Underwriter has or any other 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 any Terms Agreement; , (ii) the public offering price of the Shares sold pursuant to this Agreement was not established by the Agent, (iii) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement, (iv) each Underwriter the Company has consulted its own legal and its affiliates may be engaged in a broad range of transactions financial advisors to the extent it deemed appropriate and that involve interests that differ from those of the Company; (v) no Underwriter Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement Agreement, (v) the Company is aware that the Agent and its affiliates are engaged in a broad range of transactions which may involve interest that differ from those of the Company and the applicable Terms Agreement, Agent has no obligation to disclose such interests and transactions to the Company has consulted its own legal and financial advisors to the extent it deemed appropriate; by virtue of any fiduciary, advisory or agency relationship or otherwise 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 releasesit 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 Agent for breach of fiduciary duty or alleged breach of agency fiduciary duty and agrees the Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of the Company. The Company agrees that it will not claim that the Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

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 Company acknowledges and agrees that: that (i) the purchase and sale of the Underwritten Securities and the Forward Shares pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities and the Forward Shares and any related discounts and commissions, is an are arm’s-length commercial transaction transactions between the Company, on the one hand, and the several Underwriters, the Forward Purchaser, the Forward Seller, 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 transactiontransaction each Underwriter, each Underwriter 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 its stockholders, creditors, employees or any of its affiliates; other party, (iii) 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 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 Underwriter, Forward Purchaser or Forward Seller has advised or is currently advising the Company or any of its affiliates 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 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, the Forward Purchaser and its the Forward Seller and 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 none of Underwriters, the Forward Purchaser or the Forward Seller has provided any legal, financial, 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, financial, accounting, regulatory and financial tax advisors to the extent it deemed appropriate; . The Underwriters, the Forward Purchaser and (vi) any review by the Underwriters Forward Seller acknowledge and agree that the Underwriters, the Forward Purchaser and the Forward Seller are not an agent of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely Company for the benefit of the Underwriters and shall not be on behalf of the Company. This any purpose under this Agreement and the applicable Terms Forward Sale Agreement supersede all prior agreements including, for the avoidance of doubt, for any purpose related to the representations and understandings (whether written or oral) between warranties of the Company and the Underwriter or several Underwriters, or any contained in Section 1 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 dutythis Agreement.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (i) the purchase and sale Agents are acting solely in the capacity of the Underwritten Securities pursuant an arm’s length contractual counterparty to the applicable Terms Agreement Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of such offering) 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 Agents have not as the agent or fiduciary of the Company or any of its affiliates; (iii) no Underwriter has assumed any 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 the Agents have advised or is are currently advising the Company or any of its affiliates on other matters) and no Underwriter has or any other 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 any Terms Agreement; , (ii) the public offering price of the Shares sold pursuant to this Agreement was not established by the Agents, (iii) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement, (iv) each Underwriter the Company has consulted its own legal and its affiliates may be engaged in a broad range of transactions financial advisors to the extent it deemed appropriate and that involve interests that differ from those of the Company; (v) no Underwriter has Agents have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement Agreement, (v) the Company is aware that the Agents are their respective affiliates are engaged in a broad range of transactions which may involve interest that differ from those of the Company and the applicable Terms Agreement, Agents have no obligation to disclose such interests and transactions to the Company has consulted its own legal and financial advisors to the extent it deemed appropriate; by virtue of any fiduciary, advisory or agency relationship or otherwise 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 releasesit 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 Agents for breach of fiduciary duty or alleged breach of agency fiduciary duty and agrees the Agents shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of the Company. The Company agrees that it will not claim that the Agents 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.

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 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 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 (whether written other Underwriters named in Schedule A hereto. 22 SCHEDULE A Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,440,000 Xxxxxxx Xxxxx & Associates, Inc. 1,560,000 Total 4,000,000 Sch A-1 SCHEDULE B 1. The initial public offering price per share for the Securities, determined as provided in said Section 2, shall be $26.05. 2. The purchase price per share for the Securities to be paid by the several Underwriters shall be $24.8126, being an amount equal to the initial public offering price set forth above less $1.2374 per share; provided that the purchase price per share for any Option Securities purchased upon the exercise of the overallotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or oral) between distributions declared by the Company and payable on the Underwriter or several Underwriters, or any of them, with respect to Initial Securities but not payable on the subject matter hereof and thereofOption Securities. 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.Sch B-1 SCHEDULE C

No Advisory or Fiduciary Relationship. The Company Each of the Operating Partnership and the Guarantors 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 Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyOperating Partnership and the Guarantors, on the one hand, and the several Underwriters, on the other hand; , and the Operating Partnership and the Guarantors are capable of evaluating and understanding and understand and accept 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 the Company Operating Partnership, any of the Guarantors or any of its affiliates; their respective subsidiaries or other affiliates 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 Operating Partnership, any of the Guarantors or any of its their respective subsidiaries or other 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 Operating Partnership, any of the Guarantors or any of its their respective subsidiaries or other affiliates on other matters) and no Underwriter has or any other obligation to the Company or any of its affiliates Operating Partnership and the Guarantors 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; Operating Partnership and the Guarantors, (ve) no Underwriter has the Underwriters have not provided any legal, accounting, regulatory financial, regulatory, investment or tax advice with respect to the transactions contemplated by this Agreement offering of the Securities and the applicable Terms Agreement, Operating Partnership and the Company has Guarantors have consulted its their own legal respective legal, accounting, financial, regulatory and financial tax advisors to the extent it they 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. 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 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: 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 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. 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.

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. 18.1 The Company Corporation hereby acknowledges and agrees that: that (ia) the purchase and sale of the Underwritten Securities Units pursuant to the applicable Terms Agreement and this Agreement, including the determination of the public offering price for of the Underwritten Securities Units 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 handother; (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 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 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 (vie) 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 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 thereofany entity or natural person. 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 (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. 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 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 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 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 either of the Company Transaction Entities, or its 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 either of the Company or any of its affiliates Transaction Entities 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 Transaction Entities 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; Transaction Entities, 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 hereby and the applicable Terms AgreementTransaction Entities 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, 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 Transaction Entities hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Transaction Entities may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency any fiduciary or fiduciary dutysimilar duty to the Transaction Entities 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 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 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 its Subsidiaries or any of its affiliates; the Company’s stockholders, creditors, employees, beneficiaries, trustees 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; 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 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 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 for breach of fiduciary duty or alleged breach of agency fiduciary duty in connection with the transactions contemplated by this Agreement or the process leading thereto 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, including stockholders, employees or creditors of the Company.

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 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. 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: the Operating Partnership 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 Operating Partnership (with respect to the Primary Offered Securities) or the Forward Sellers (with respect to the Underwritten Borrowed Shares), on the one hand, and the several Underwriters, on the other hand; , (iib) each Forward Sale Agreement is an arm’s-length commercial transaction between the Company and the relevant Forward Purchaser party thereto, (b) 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, Forward Seller and Forward Purchaser is and has been acting solely as a principal and is not as the agent or fiduciary of the Company or the Operating Partnership, any of its affiliates; their respective subsidiaries, stockholders, 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 the Operating Partnership 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, Forward Seller or Forward Purchaser has advised or is currently advising the Company or the Operating Partnership or any of its affiliates their respective subsidiaries on other matters) and no Underwriter Underwriter, Forward Seller or Forward Purchaser has any obligation to the Company or any of its affiliates the Operating Partnership with respect to any the offering of Underwritten the Securities except the obligations expressly set forth in this Agreement and (with respect to a Forward Purchaser) except the applicable Terms Agreement; obligations expressly set forth in the Forward Sale Agreement to which such Forward Purchaser is a party, (ivd) each Underwriter the Underwriters, the Forward Sellers and its the Forward Purchasers and 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 the Operating Partnership and (ve) no Underwriter has the Underwriters, the Forward Sellers and the Forward Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the transactions offering of the Securities contemplated by this Agreement hereby and each of the Company and the applicable Terms Agreement, and the Company Operating Partnership 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: that (ia) the each 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 respective initial public offering prices of Shares, if any, and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwritersapplicable Agent, Forward Seller and Forward Purchaser on the other hand; , (iib) in connection with each transaction contemplated by this Agreement the Agents, Forward Sellers and the applicable Terms Agreement Forward Purchasers have not assumed and the process leading to such transaction, each Underwriter is acting solely as a principal and will not as the agent or fiduciary of the Company or any of its affiliates; (iii) no Underwriter has assumed assume any advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries or other affiliates with respect to any 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 applicable Agent, Forward Seller or Forward Purchaser has advised or is currently advising the Company or any of its subsidiaries or other affiliates on other matters) and no Underwriter has or any other 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 Agreement, (c) the Agents, 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 the Company; , and (vd) no Underwriter has none of the activities of the Agents, Forward Sellers or Forward Purchasers in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Agents, Forward Sellers or Forward Purchasers with respect to any entity or natural person, and (e) the Agents, the Forward Sellers and the Forward Purchasers have not provided any legal, accounting, financial, regulatory or tax advice to the Company or any other person or entity with respect to the transactions contemplated by this Agreement and the applicable Terms Agreement, any offering of Shares and the Company has consulted its own legal respective legal, accounting, financial, 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 full extent permitted by law, applicable law any claims that the Company it may have against the Underwriter or several Underwriters with respect to any breach or Agents, Forward Sellers and Forward Purchasers arising from an alleged breach of agency or fiduciary dutyduty in connection with the sale and distribution of the Shares.

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) 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 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. any entity or natural person. 18.2 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 Each of the Gxxxxxxx Entities 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 CompanyGxxxxxxx Entities, 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 Underwritten 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 Gxxxxxxx Entities, any of its affiliates; subsidiaries 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 Gxxxxxxx Entities with respect to any the offering of the transactions contemplated by this Agreement and the applicable Terms Agreement Underwritten Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Gxxxxxxx Entities or any of its affiliates the Company’s subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its affiliates Gxxxxxxx Entities with respect to any the offering of the Underwritten 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; Gxxxxxxx Entities 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 Underwritten Securities and each of the applicable Terms Agreement, and the Company Gxxxxxxx Entities 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: 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: : (ia) the purchase Dealer Managers are acting solely as a dealer managers in connection with the Rights Offering and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreementno fiduciary, including the determination of the price for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction advisory or agency relationship between the Company, on the one hand, and the several UnderwritersDealer Managers, on the other hand; , has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Dealer Managers have advised or are advising the Company on other matters, and the Dealer Managers have no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; (iib) the formula for determination of the Subscription Price for the Shares was established by the Company following discussions and arms’ length negotiations with the Dealer Managers; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (d) in connection with each transaction contemplated by this Agreement and the applicable Terms Agreement and the process leading to such transactiontransactions, each Underwriter is the Dealer Managers are and have been acting solely as a principal and not as the fiduciary, adviser or agent or fiduciary of the Company or any of its affiliates; , stockholders (iii) no Underwriter has assumed any advisory or fiduciary responsibility in favor of the Company other equity holders), creditors or employees or any of its affiliates with respect to any of other party; (e) 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 Dealer Managers have not 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 it has consulted its own legal legal, accounting, regulatory and financial advisors tax advisers to the extent it has deemed appropriate; ; (f) it is aware that the Dealer Managers and (vi) any review by the Underwriters their affiliates are engaged in a broad range of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit which may involve interests that differ from those 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 that the Underwriter or several Underwriters, or any of them, with respect Dealer Managers have no obligation to disclose such interests and transactions to the subject matter hereof and thereof. The Company hereby waives and releasesby virtue of any fiduciary, advisory or agency relationship or otherwise; and (g) it 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 Dealer Managers for breach of fiduciary duty or alleged breach of agency fiduciary duty and agrees that the Dealer Managers shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company or any stockholders, employees or creditors of the Company.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that: that (ia) the each 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 prices of Shares, if any, and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwritersapplicable Agent, Forward Seller and Forward Purchaser on the other hand; , (iib) in connection with each transaction contemplated by this Agreement the Agents, Forward Sellers and the applicable Terms Agreement Forward Purchasers have not assumed and the process leading to such transaction, each Underwriter is acting solely as a principal and will not as the agent or fiduciary of the Company or any of its affiliates; (iii) no Underwriter has assumed assume any advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries or other affiliates with respect to any 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 applicable Agent, Forward Seller or Forward Purchaser has advised or is currently advising the Company or any of its subsidiaries or other affiliates on other matters) and no Underwriter has or any other 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 Agreement, (c) the Agents, 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 the Company; , (vd) no Underwriter has none of the activities of the Agents, the Forward Sellers or the Forward Purchasers in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Agents, the Forward Sellers or the Forward Purchasers with respect to any entity or natural person, and (e) the Agents, the Forward Sellers and the Forward Purchasers have not provided any legal, accounting, financial, regulatory or tax advice to the Company or any other person or entity with respect to the transactions contemplated by any offering of Shares pursuant to this Agreement and the applicable Terms Agreement, and the Company has consulted its own legal respective legal, accounting, financial, 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 full extent permitted by law, applicable law any claims that the Company it may have against the Underwriter or several Underwriters with respect to any breach or Agents, the Forward Sellers and the Forward Purchasers arising from an alleged breach of agency or fiduciary dutyduty in connection with the sale and distribution of the Shares.

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 Related Document), the City acknowledges and agrees agrees, that: (ia)(i) the purchase it 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 the City is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by this Agreement and the applicable Terms Agreement and the process leading to such transactionother Related Documents, each Underwriter is acting solely as a principal and not as the agent or fiduciary of the Company or any of its affiliates; (iii) the Lender is not acting as a municipal advisor or financial advisor to the City and (iv) the Lender has no Underwriter has assumed any advisory or fiduciary responsibility in favor duty pursuant to Section 15B of the Company or any Securities Exchange Act of its affiliates 1934, as amended, to the City with respect to any of the transactions contemplated by this Agreement 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 City on other matters); (b) (i) the Lender is and has been acting solely as a principal in an arm’s-length commercial lending transaction and has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the City, or any other Person and (ii) the Lender has no Underwriter has any obligation to the Company or any of its affiliates City with respect to any offering of Underwritten Securities the transactions contemplated hereby except the those obligations expressly set forth herein and in this the other Related Documents; (c) notwithstanding anything herein to the contrary, it is the intention of the City and the Lender that the Agreement and the applicable Terms Agreementother Related Documents represent a commercial loan transaction not involving the issuance and sale of a municipal security, and that any bond, note or other debt instrument that may be delivered to the Lender is delivered solely to evidence the repayment obligations of the City under the Agreement and the other Related Documents; and (ivd) each Underwriter and its affiliates the 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 AgreementCity, 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 CompanyCity. 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 City hereby waives and releases any claims that the Company it may have against the Underwriter or several Underwriters Lender with respect to any breach or alleged breach of agency or fiduciary dutyduty in connection with any aspect of any transactions contemplated hereby. The Agreement and the other Related Documents are 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 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 Company, any of its affiliates; subsidiaries 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 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, investment, 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, financial, regulatory and financial tax advisors to the extent it deemed appropriate; and , (vif) any review by it will not claim that 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 has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the subject matter hereof Company, in connection with such transaction or the process leading thereto and thereof. The Company hereby waives and releases(g) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, to investment advice or solicitation of any action by 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 undersigned further acknowledges and agrees that, although the Underwriters may provide certain Regulation Best Interest and Form CRS disclosures or fiduciary dutyother related documentation to you in connection with the Public Offering, the Underwriters are not making a recommendation to you to participate in the Public Offering or sell any Shares at the price determined in the Public Offering, 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 (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: 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: 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. 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 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, 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 date first above written. By: Name: Xxxxxxxx Xxxxxxxx Title: Managing Director Acting individually and as a representative of the several Underwriters named in the attached Schedule A hereto By: Name: Title: Acting individually and as a representatives of the several Underwriters 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. By: Name: Xxxxxxxx Xxxxxxxx Title: Managing Director Acting individually and as a representative of the several Underwriters named in the attached Schedule A hereto 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 Underwriters Principal Amount of Securities to 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 1. Pricing Term Sheet, dated June 3, 2021 2. Investor Presentation, filed with the Commission on June 3, 2021 Issuer: Western Alliance Bancorporation (the “Company”) Security: 3.00% Fixed to Floating Rate Subordinated Notes due 2031 (the “Notes”) Aggregate Principal Amount: $600,000,000 Ratings: Baa2 by Xxxxx’x, BBB+ by KBRA, BBB+ by EJR A rating is not a recommendation to buy, sell or hold securities. Ratings may be subject to revision or withdrawal at any time by the transactions contemplated hereby assigning rating organization. Each rating should be evaluated independently of any other rating. Trade Date: June 3, 2021 Settlement Date: June 7, 2021 (T + 2) Final Maturity Date (if not previously redeemed): June 15, 2031 Coupon: 3.00% per annum, from and including the Settlement Date, to but excluding June 15, 2026, payable semi-annually in arrears. From and including June 15, 2026 to, but excluding the maturity date or other matters relating earlier redemption date, a floating per annum rate equal to such transactions the then current three-month SOFR (as defined in the prospectus supplement under “Description of the Notes — Interest”), provided, however, that in the event three-month SOFR is less than zero, three-month SOFR shall be deemed to be zero, plus 225 basis points, payable quarterly in arrears. Interest Payment Dates: Interest on the Notes will be performed solely for payable semi-annually on June 15 and December 15 of each year through June 15, 2026, and quarterly thereafter on March 15, June 15, September 15, and December 15 of each year through maturity date or earlier redemption date. The first interest payment will be made on December 15, 2021. Record Dates: The 15th calendar day immediately preceding the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement applicable interest payment date Day Count Convention: 30/360 to but excluding June 15, 2026, and, thereafter, a 360-day year 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 number 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 dutydays actually elapsed.

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: 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: 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; . THE EMPIRE DISTRICT ELECTRIC COMPANY 600 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 “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, with respect to the subject matter hereof and thereof. date first above written The Empire District Electric 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.By_________________________________

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. 19.1 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’sarm'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) 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 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 thereofany entity or natural person. 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. 19.2 National Bank Financial Inc. or an affiliate thereof may own or control an equity interest in TMX Group Limited ("TMX Group") and may have a nominee director serving on the TMX Group's board of directors. As such, such investment dealer may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the Exchange, the TSX Venture Exchange and the Alpha Exchange. No person or company is required to obtain products or services from TMX Group or its affiliate as a condition of any such dealer supplying or continuing to supply a product or service.

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 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 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. 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 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 public offering price for of the Underwritten Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyTransaction Entities, 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 either of the Company Transaction Entities, or its respective 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 either of the Company or any of its affiliates Transaction Entities 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 Transaction Entities on other matters) and no the Underwriter has any no obligation to the Company or any of its affiliates Transaction Entities 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 may be engaged in a broad range of transactions that involve interests that differ from those of the Company; Transaction Entities, 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 the applicable Terms AgreementTransaction Entities 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, 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 Transaction Entities hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Transaction Entities may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency any fiduciary or fiduciary dutysimilar duty to the Transaction Entities 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: the Operating Partnership 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 price for of any Company Shares paid by the Underwritten Securities and any related discounts and commissionsUnderwriters to the Company, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, Forward Sellers and Forward Purchasers, 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 Underwriter, Forward Purchaser and Forward Seller is and has been acting solely as a principal and is not as the agent or fiduciary of the Company or the Operating Partnership, or the Company’s other shareholders, creditors, employees or any of its affiliates; 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 the Operating Partnership 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 Underwriter, Forward Purchaser or Forward Seller has advised or is currently advising the Company or any of its affiliates the Operating Partnership on other matters) and no Underwriter Underwriter, Forward Purchaser or Forward Seller has any obligation to the Company or any of its affiliates the Operating Partnership 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 Purchasers, the Forward Sellers and the applicable Terms Agreement; (iv) each Underwriter and its of 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 Operating Partnership, (ve) no Underwriter has the Underwriters, the Forward Purchasers and the Forward Sellers 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 Operating Partnership have consulted its their own legal legal, accounting, regulatory and financial tax advisors to the extent it they deemed appropriate; appropriate and (vif) none of the activities of the Underwriters, the Forward Purchasers and the Forward Sellers in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any review action by the Underwriters of the Company, Forward Purchasers 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 Forward Sellers 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 (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 return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, SKYWEST, INC. By Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. 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 For themselves and as Representatives of the other Underwriters named in Schedule A hereto. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. Total 4,600,000 1. The initial public offering price per share for the Securities, determined as provided in said Section 2, shall be $[ ]. 2. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[ ], being an amount equal to the initial public offering price set forth above less $[ ] per share; provided that the purchase price per share for any Option Securities purchased upon the exercise of the overallotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Persons W. Xxxxx Xxxxxxxx J. Xxxxx Xxxxx Xxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxx Xxx X. Xxxxxxx Xxxxx X. XxXxxxxxx Xxx X. Xxxxx Xxxxxxxx X. Xxxx Xxxxxx X. Xxxxxx Xxxxxx X. Udvar-Hazy Entities SkyWest, Inc. [TO COME] [TO COME] [TO COME] XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, XXXXXXX XXXXX & ASSOCIATES, INC., As Representatives of the several Underwriters named in Schedule A to the within-mentioned Purchase Agreement x/x Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 4 World Financial Center, Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by SkyWest, Inc. Dear Sirs: The undersigned, a shareholder and an officer and/or director of SkyWest, Inc., a Utah corporation (the "Company"), understands that Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") and Xxxxxxx Xxxxx & Associates, Inc. propose to enter into a Purchase Agreement (the "Purchase Agreement") with the Company providing for the public offering of shares (the "Securities") of the Company's common stock, no par value per share (the "Common Stock"). In recognition of the benefit that such an offering will confer upon the undersigned as a shareholder and an officer and/or director of the Company, and for other good and valuable consideration, the transactions contemplated receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Purchase Agreement that, during a period of 90 days from the date of the Purchase Agreement, the undersigned will not, without the prior written consent of Xxxxxxx Xxxxx, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company's Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the "Lock-Up Securities") or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other matters relating securities, in cash or otherwise. Notwithstanding the foregoing, and subject to such transactions will be performed solely the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of Xxxxxxx Xxxxx; provided that (1) Xxxxxxx Xxxxx receives a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts; or (ii) to any trust for the direct or indirect benefit of the Underwriters and undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not be more remote than first cousin); or (iii) as a distribution to limited partners or stockholders of the undersigned; or (iv) to the undersigned's affiliates or to any investment fund or other entity controlled or managed by the undersigned. Notwithstanding the foregoing, if: (1) during the last 17 days of the 90-day lock-up period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day lock-up period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day lock-up period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxxxx Xxxxx (on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oralUnderwriters) between the Company and the Underwriter or several Underwriterswaives, or any of themin writing, 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 dutysuch extension.