Common use of No Fiduciary Agreement Clause in Contracts

No Fiduciary Agreement. The Company acknowledges that in connection with the offering of the Common Shares: (i) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe 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Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Common Shares. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and Xxxxxx Industries 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, Xxxxxxx Water Products, Inc. By: Name: Title: Xxxxxx Industries, Inc. By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Banc of America Securities LLC By: ___ ___ Name: Title: Xxxxxx Xxxxxxx & Co. Incorporated By: ___ ___ Name: Title: Xxxxxx Brothers Inc. By: ___ ___ Name: Title: Acting on behalf of themselves and on behalf of the several Underwriters named on Schedule A hereto SCHEDULE A Underwriters Number of Firm Common Shares to be Purchased Banc of America Securities LLC Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxx Brothers Inc. SunTrust Capital Markets, Inc. Xxxxxxx, Xxxxx & Co. Avondale Partners, LLC Calyon Securities (USA) Inc. Total SCHEDULE B Issuer Free Writing Prospectus SCHEDULE C Pricing Information Price per share to the public: $[______] Offering proceeds to the Company, before expenses: $[_________] Closing date: $[_______] SCHEDULE D Statements Provided By the Underwriters

No Fiduciary Agreement. The Company acknowledges that in connection with the offering of the Common Shares: (i) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe 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Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Common Shares. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and Xxxxxx Industries 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, Xxxxxxx Water Products, Inc. By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Xxxxxx Industries, Inc. By: Name: Title: Senior Vice President and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Banc of America Securities LLC By: ___ ___ Name: Title: Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx Xxxxxx & Co. Xxxxx Incorporated By: ___ ___ /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Xxxxxx Brothers Inc. Managing Director Xxxxxxx, Sachs & Co. By: ___ ___ Name: Title: /s/ Xxxxxxx Xxxxx & Co. (Xxxxxxx, Sachs & Co.) Acting on behalf of themselves and on behalf of the several Underwriters named on Schedule A hereto SCHEDULE A Underwriters Number of Firm Common Shares to be Purchased Banc of America Securities LLC Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated 12,105,000 Xxxxxxx, Sachs & Co. 12,105,000 Xxxxxx X. Xxxxx & Co. Incorporated 2,098,200 Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxx Brothers 2,098,200 SunTrust Xxxxxxxx Xxxxxxxx, Inc. SunTrust 2,098,200 BB&T Capital Markets, Inc. Xxxxxxx, a division of Xxxxx & Co. Avondale PartnersXxxxxxxxxxxx, LLC Calyon Securities (USA) Inc. 887,700 Xxxxx Xxxxxx, Carret & Co., LLC 887,700 Total 32,280,000 SCHEDULE B Issuer Free Writing Prospectus Issuer Free Writing Prospectus filed with the Commission on September 17, 2009 SCHEDULE C Pricing Information Price per share to the public: $[______] Offering proceeds to the Company, before expenses: $[_________] Closing date: $[_______] None SCHEDULE D Statements Provided By the Underwriters

No Fiduciary Agreement. The Company acknowledges that in connection with the offering of the Common Shares: (i) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe 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, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Common Shares. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and Xxxxxx Industries 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, Xxxxxxx Water ProductsXXXXXX INDUSTRIES, Inc. INC. By: /s/Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Xxxxxx Industries, Inc. By: Name: Title: Senior Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Banc of America Securities LLC By: ___ ___ /s/Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director Xxxxxx Xxxxxxx & Co. Incorporated By: ___ ___ /s/Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Xxxxxx Brothers Inc. By: ___ ___ Name: Title: Acting on behalf of themselves and on behalf of the several Underwriters named on Schedule A hereto Managing Director SCHEDULE A Underwriters Number of Firm Common Shares to be Purchased Banc of America Securities LLC 1,150,000 Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxx Brothers Inc. SunTrust Capital Markets, Inc. Xxxxxxx, Xxxxx & Co. Avondale Partners, LLC Calyon Securities (USA) Inc. 1,150,000 Total 2,300,000 SCHEDULE B Issuer Free Writing Prospectus SCHEDULE C Pricing Information Price per share to the public: $[______] 64.75 Underwriting discounts and commissions per share: $0.83 Offering proceeds to the Company, before expenses: $[_________] 147,016,000 Closing date: $[_______] February 23, 2006 SCHEDULE C Issuer Free Writing Prospectuses None. SCHEDULE D Statements Provided By provided by Underwriters SCHEDULE E Section 16 Insiders SCHEDULE F Persons Subject to Lock-Up EXHIBIT A1 Opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP A1-1 EXHIBIT A2 10b-5 Letter of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP EXHIBIT B Opinion of Executive Vice President and General Counsel of the Company EXHIBIT C Xxxxxx Industries, Inc. Form of Chief Financial Officer’s Certificate EXHIBIT D Form of Lock-Up Agreement February , 0000 XXXX XX XXXXXXX SECURITIES LLC 0 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 XXXXXX XXXXXXX & CO. INCORPORATED 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Xxxxxx Industries, Inc. (the “Company”) Ladies and Gentlemen: The undersigned is an owner of record or beneficially of, or may acquire, certain shares of Common Stock of the Company (“Common Stock”) or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the “Offering”) for which you are the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to), without the prior written consent of the Underwriters (which consent may be withheld in its sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of) including the filing (or participation in the filing of) of a registration statement with the Securities and Exchange Commission in respect of, any shares of Common Stock, options or warrants to acquire shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned (or such spouse or family member), or publicly announce an intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus (the “Lock-Up Period”). In addition, the undersigned agrees that, without the prior written consent of the Underwriters, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The foregoing paragraph shall not apply to (i) the issuance of any shares of Common Stock upon any exercise or the conversion of any options, warrants or securities that are outstanding as of the date hereof and described in the Prospectus, (ii) any grant by the Company of options to purchase shares of its Common Stock pursuant to its benefit plans described in the Prospectus, provided that such options do not vest, in whole or in part, during such 90-day period or the recipients of such grant agrees to be bound by the restrictions described in this letter agreement; (iii) any transfer of shares of Common Stock as bona fide gifts (or other transfers for no consideration) or to the immediate family of the undersigned; (iv) any transfer effected by the undersigned or by the personal representatives of the undersigned of shares of Common Stock in the event of death, disability or termination of employment of the undersigned in accordance with the terms of the applicable employment agreement or other agreements entered into prior to the date of the Prospectus; and (v) transactions relating to shares of Common Stock acquired in open market transactions after completion of the Offering; provided, however, that in each case, it shall be a pre-condition to any such issuance, grant, sale, offer, transfer or other disposition that the holder of such shares, options, or shares issued upon exercise of such options or warrants, agree in writing to be bound by the terms of a lock-up agreement to the same extent as if such holder were a party hereto (and that the execution and delivery by such holder of a lock-up agreement substantially in the form of this letter agreement shall satisfy such condition, and there shall be no further transfer of such Common Stock except in accordance with this letter agreement), and no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above).

No Fiduciary Agreement. The Company acknowledges that in connection with the offering of the Common Shares: (i) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe 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, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Common Shares. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and Xxxxxx Industries 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, Xxxxxxx Water ProductsXXXXXX INDUSTRIES, Inc. By: Name: Title: Xxxxxx Industries, Inc. INC. By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters Representatives as of the date first above written. Banc of America Securities XXXXXX XXXXXXX & CO. INCORPORATED BANC OF AMERICA SECURITIES LLC By: ___ ___ Name: Title: Xxxxxx Xxxxxxx & Co. Incorporated By: ___ ___ Name: Title: Xxxxxx Brothers Inc. By: ___ ___ Name: Title: SUNTRUST XXXXXXXX XXXXXXXX, INC. Acting on behalf of themselves and on behalf as Representatives of the several Underwriters named on in the attached Schedule A hereto A. By: XXXXXX XXXXXXX & CO. INCORPORATED By: Name: Title: By: BANC OF AMERICA SECURITIES LLC By: Name: Title: By: SUNTRUST XXXXXXXX XXXXXXXX, INC. By: Name: Title: SCHEDULE A Underwriters Number of Firm Common Shares to be Purchased Xxxxxx Xxxxxxx & Co. Incorporated 896,000 Banc of America Securities LLC Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxx Brothers Inc. 896,000 SunTrust Capital MarketsXxxxxxxx Xxxxxxxx, Inc. Xxxxxxx, 504,000 Xxxxxxx Xxxxx & Co. Associates, Inc. 140,000 Xxxxxx Xxxxxx & Company, Inc. 112,000 Avondale Partners, LLC Calyon Securities (USA) Inc. 84,000 Xxxxx Xxxxxx, Carret & Co., LLC 84,000 Xxxxxxxxx & Company LLC 84,000 Total 2,800,000 SCHEDULE B Issuer Free Writing Prospectus SCHEDULE C Pricing Information Price per share to the public: $[______] 90.75 Underwriting discounts and commissions per share: $3.5166 Offering proceeds to the Company, before expenses: $[_________] 244,253,520 Closing date: $[_______] June 16, 2008 SCHEDULE C Issuer Free Writing Prospectuses None. SCHEDULE D Statements Provided By the provided by Underwriters