Common use of No Fiduciary Relationship Clause in Contracts

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters Underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Public Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Public Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securitiesPublic Securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its managementthe directors, shareholdersofficers, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Underwriter is acting solely as underwriters Underwriter in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters Underwriter act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters Underwriter may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Underwriter 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 Underwriters Underwriter to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Sales Agent is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are Sales Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Sales Agent act or be responsible as a fiduciary to the Company, Company or its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Sales Agent may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Sales Agent hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Sales Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Sales Agent to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company, nor shall the expression of such opinions or views constitute any solicitation of any action by the Sales Agent. The Company hereby (a) waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Sales Agent with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactionstransactions and (b) agrees that none of the activities of the Sales Agent in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Sales Agent with respect to any entity or natural person. The Company has consulted its own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. (a) The Company hereby acknowledges that the Underwriters are acting Underwriter has been retained solely to act as underwriters underwriter in connection with the offering sale of the Company’s Securities. The Company further acknowledge that offered certificates, and no fiduciary, advisory or agency relationship between CMSI or Citigroup Inc., on the Underwriters are acting pursuant to a contractual relationship one hand, and the Underwriter on the other, has been created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or respect of any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement Agreement, irrespective of whether the Underwriter has advised or is advising CMSI or Citigroup Inc. on other matters. CMSI and Citigroup Inc. acknowledge that the Underwriter has not provided, and is not expected to provide, any matters leading up legal, accounting, regulatory or tax advice to CMSI or Citigroup Inc. with respect to such transactions. (b) The purchase price was established by CMSI following discussions and arm’s-length negotiations with the Underwriter, and CMSI is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that Underwriter will have no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect or liability to the Offering contemplated hereby CMSI or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any Citigroup Inc. regarding such transactions. (c) Each of CMSI and Citigroup Inc. has been advised that the Underwriter and its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of CMSI and Citigroup Inc., and that the Underwriter has no obligation to disclose such interests and transactions to CMSI or Citigroup Inc. by virtue of any opinions fiduciary, advisory or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives agency relationship. (d) Each of CMSI and releasesCitigroup Inc. waives, to the fullest extent permitted by applicable law, any claims that the Company it may have against the Underwriters with Underwriter for breach of fiduciary duty, and agrees that the Underwriter will have no liability (whether direct or indirect) to CMSI or Citigroup Inc. in respect of such a fiduciary duty claim or to any breach person asserting a fiduciary duty claim on behalf of or alleged breach in right of any fiduciary CMSI or similar duty to Citigroup Inc., including stockholders, employees or creditors of CMSI or Citigroup Inc. Any review by the Company in connection with Underwriter of CMSI, the transactions contemplated by this Agreement agreement, or any related matters leading up to such transactions.will be performed solely for the Underwriter’s benefit and not on behalf of CMSI or Citigroup Inc.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principals and not as the agents or fiduciaries of the Company and the Underwriters have not assumed and will not assume any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Manager is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges and agrees that the Underwriters are Manager is acting pursuant to a contractual relationship created solely by this Agreement entered into on in the capacity of an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary contractual counterparty to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering offering of any Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, the Company or any other person. Additionally, the Manager is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering contemplated hereby or the process leading thereto, including any negotiation related thereto (irrespective of whether the Manager has advised or is advising the Company on other matters). The Manager advises that the Manager and its affiliates are engaged in a broad range of securities and financial services and that it or 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 pricing of the Securities; and the Company, unless otherwise required by law. The Company has consulted with its own legal advisors concerning such matters and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each shall be responsible for making their its own independent judgments with respect to any such transactionsinvestigation and appraisal of the transactions contemplated hereby, and that any opinions the Manager shall have no responsibility or views expressed by the Underwriters liability to the Company regarding such transactions, including but not limited to or any opinions or views other person with respect thereto. Any review by the Manager of the Company, the transactions contemplated hereby or other matters relating to the price or market such transactions will be performed solely for the Company’s securities, do benefit of the Manager and shall not constitute advice or recommendations to be on behalf of the Company. The Company hereby waives and releaseswaives, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters with respect to any Manager for breach of fiduciary duty or alleged breach of any fiduciary duty and agrees that the Manager shall have no liability (whether direct or similar duty indirect) to the Company in connection with respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the transactions contemplated by this Agreement Company, including stockholders, employees or any matters leading up to such transactionscreditors of the Company.

No Fiduciary Relationship. The Company and the Manager each hereby acknowledges that the Underwriters are Sales Agent is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company and the Manager each further acknowledge acknowledges that the Underwriters are Sales Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Sales Agent act or be responsible as a fiduciary to the Company, its Company or the Manager or their management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Sales Agent may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Sales Agent hereby expressly disclaim disclaims any fiduciary or similar obligations to the CompanyCompany or the Manager, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Manager each hereby confirms its respective understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Manager and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Sales Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Sales Agent to the Company or the Manager regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyCompany or the Manager. The Company and the Manager each hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or the Manager may have against the Underwriters Sales Agent with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or the Manager in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its managementthe directors, shareholdersdirector nominees, officers, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its managementthe directors, shareholdersdirector nominees, officers, shareholders or creditors of the Company or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges and agrees that the Underwriters are acting solely Placement Agent shall act as underwriters in connection an independent contractor, and not as a fiduciary, and any duties of the Placement Agent with respect to providing investment banking services to the Company, including the offering of the Company’s Securities. The Company further acknowledge that Securities contemplated hereby (including in connection with determining the Underwriters are acting pursuant to a terms of the Offering), shall be contractual relationship created in nature, as expressly set forth herein, and shall be owed solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company. Each party hereto disclaims any intention to impose any fiduciary or similar duty on any other party hereto. Additionally, its managementthe Placement Agent has not acted as a financial advisor, shareholdersnor has advised or is advising, creditors the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in connection any jurisdiction with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations respect to the Company, either in connection with the transactions contemplated by this Agreement or any hereby. The Company shall consult with its own advisors concerning such matters leading up to such transactionsand shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Company hereby confirms its understanding and agreement Placement Agent shall have no responsibility or liability to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect thereto. Any review by the Placement Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agent and has not been and shall not be performed on behalf of the Company or any other person. It is understood that the Placement Agent has not and will not be rendering an opinion to the Company as to the fairness of the terms of the Offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agent may have financial interests in the success of the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyPlacement Fee. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Placement Agent with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactionsduty.

No Fiduciary Relationship. The Company Issuers hereby acknowledges acknowledge that the Underwriters Initial Purchasers are acting solely as underwriters initial purchasers in connection with the offering purchase and sale of the Company’s Securities. The Company Issuers further acknowledge that each of the Underwriters are Initial Purchasers is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters any Initial Purchaser act or be responsible as a fiduciary to the CompanyIssuers, its their management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters such Initial Purchaser may undertake or have has undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to the CompanyIssuers, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Issuers hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Issuers and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters each Initial Purchaser 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 Underwriters any Initial Purchaser to the Company Issuers regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securitiesSecurities, do not constitute advice or recommendations to the CompanyIssuers. The Company Issuers hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company such Issuers may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Issuers in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Western Gas Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Western Gas Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyPartnership Entities, its their management, shareholders, security holders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesUnits, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyPartnership Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions, and the Company each Western Gas Party hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Western Gas Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Partnership Entities regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyPartnership Entities. The Company Each Partnership Entity hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Partnership Entities in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its managementthe directors, shareholdersdirector nominees, officers, shareholders or creditors of the Company or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that (x) they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company, and (y) 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. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. The Company has consulted its own legal, accounting, financial, regulatory and tax advisors to the extent appropriate.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters underwriters, and the QIU is acting solely as a “qualified independent underwriter” within the meaning of FINRA Rule 5121, in connection with the offering of the Company’s SecuritiesOffering. The Company further acknowledge acknowledges that the Underwriters and the QIU are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters or the QIU act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters or the QIU may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesOffering, either before or after the date hereof. The Underwriters and the QIU hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Underwriters and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters QIU 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 Underwriters or the QIU to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters or the QIU with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest full extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. 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.

No Fiduciary Relationship. The Company Partnership hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Partnership further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyPartnership, its management, shareholders, unitholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the CompanyPartnership’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyPartnership, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Partnership hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Partnership and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Partnership regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyPartnership. The Company Partnership hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Partnership may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Partnership in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are each Manager is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges and agrees that each Manager and each Forward Purchaser is acting solely in the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on capacity of an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary contractual counterparty to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering offering of any Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, the Company or any other person. Additionally, each Manager and Forward Purchaser is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering contemplated hereby or the process leading theretothereto (irrespective of whether such Manager has advised or is advising the Company on other matters). Each Manager and each Forward Purchaser advises that such Manager, including any negotiation related Forward Purchaser and their respective affiliates are engaged in a broad range of securities and financial services and that it or 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 pricing of the Securities; and the Company, unless otherwise required by law. The Company has consulted with its own legal advisors concerning such matters and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each shall be responsible for making their its own independent judgments with respect to any such transactionsinvestigation and appraisal of the transactions contemplated hereby, and that any opinions each Manager and each Forward Purchaser shall have no responsibility or views expressed by the Underwriters liability to the Company regarding such transactions, including but not limited to or any opinions or views other person with respect thereto. Any review by each of the Managers and Forward Purchasers of the Company, the transactions contemplated hereby or other matters relating to the price or market such transactions will be performed solely for the Company’s securities, do benefit of such Manager or such Forward Purchaser and shall not constitute advice or recommendations to be on behalf of the Company. The Company hereby waives and releaseswaives, to the fullest extent permitted by law, any claims that the Company it may have against any of the Underwriters with respect to any Managers and Forward Purchasers for breach of fiduciary duty or alleged breach of any fiduciary duty and agrees that each of the Managers and Forward Purchasers shall have no liability (whether direct or similar duty indirect) to the Company in connection with respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the transactions contemplated by this Agreement Company, including stockholders, employees or any matters leading up to such transactionscreditors of the Company.

No Fiduciary Relationship. The Transaction Entities acknowledge and agree that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company hereby acknowledges that and the Underwriters are acting solely as underwriters Operating Partnership, on the one hand, and the Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company’s Securities. The Company further acknowledge that , the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act Operating Partnership or be responsible as a fiduciary to the Companytheir respective securityholders, its managementcreditors, shareholders, creditors employees or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiesparty, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Operating Partnership with respect to the Offering offering contemplated hereby or the process leading thereto, including thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Operating Partnership on other matters) and no Underwriter has any negotiation related obligation to the pricing Company or the Operating Partnership with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Securities; Company and the Operating Partnership, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated hereby and the Company has and the Operating Partnership have each consulted its their own legal legal, accounting, regulatory and financial tax advisors to the extent it has they deemed appropriate in connection with this Agreement and the Offeringappropriate. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for Any review of the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releasesOperating Partnership, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated hereby or other matters relating to such transactions performed by this Agreement the Representatives or any matters leading up to Underwriter will be performed solely for the benefit of the Representatives or such transactionsUnderwriter and shall not be on behalf of the Company or the Operating Partnership or any other person.

No Fiduciary Relationship. The Company Western Gas Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Western Gas Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyPartnership Entities, its their management, shareholders, security holders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesNotes, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyPartnership Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions, and the Company each Western Gas Party hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Western Gas Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Partnership Entities regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyPartnership Entities. The Company Each Western Gas Party hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Partnership Entities in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Underwriter is acting solely as underwriters an underwriter in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Underwriter act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Underwriter may undertake or have has undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Underwriter agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Underwriter to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriter agree that the Underwriter is acting as principal and not the agent or fiduciary of the Company and the Underwriter has not assumed, and will not assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a an agent, advisor or fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any agency, advisory, fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any agency, advisory, fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the offering process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities contemplated hereby. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering such purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Capitala Entities hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company Capitala Entities further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to any of the CompanyCapitala Entities, its their management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCapitala Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Capitala Entities hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Capitala Entities and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Capitala Entities and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby waives or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Capitala Entities hereby waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Capitala Entities may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company Capitala Entities in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Manager is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s SecuritiesShares. The Company further acknowledge acknowledges that each of the Underwriters are Manager and the Forward Purchaser is acting pursuant to a contractual relationship created solely by this Agreement or any Terms Agreement entered into on an arm’s length basis and basis, and, in no event event, do the parties intend that the Underwriters Manager and the Forward Purchaser act or be responsible as a fiduciary fiduciaries to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Manager and the Forward Purchaser may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Each of the Manager and the Forward Purchaser hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Manager and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Forward Purchaser agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Manager or the Forward Purchaser to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Manager and the Forward Purchaser with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Sales Agent, the Company hereby acknowledges and agrees that (a) the Underwriters are offering and sale of the Placement Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Sales Agent,(b) the Sales Agent is acting solely as underwriters agent in connection with the public offering of the Company’s Securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis Placement Shares and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions each transaction contemplated by this Agreement or any matters and the process leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter Sales Agent has not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering offering contemplated hereby or the process leading thereto, including thereto (irrespective of whether the Sales Agent has advised or is currently advising the Company on other matters) or any negotiation related other obligation to the pricing Company except the obligations expressly set forth in this Agreement, (c) the Sales Agent and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Securities; Company and the Sales Agent has no obligation to disclose or account to the Company for any of such differing interests, and (d) the Company has consulted its own legal legal, tax, accounting and financial advisors to the extent it deemed appropriate, is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and has deemed appropriate not relied upon the Sales Agent or legal counsel for the Sales Agent for any legal, tax, accounting and financial advice in connection with this Agreement the offering and sale of the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyPlacement Shares. The Company hereby waives any claim, and releasesagrees that it will not claim, to the fullest extent permitted by law, any claims that the Company may Sales Agent or its affiliates have against the Underwriters with respect to any breach or alleged breach rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company Company, in connection with the transactions contemplated by sale of Placement Shares under this Agreement or the process leading thereto. The Company agrees that the Sales Agent and its affiliates shall not have any matters leading up liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such transactionsa fiduciary duty 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 Company.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s SecuritiesShares. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesShares, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesShares; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges and agrees: that (i) the Underwriters are acting solely as underwriters in connection with the offering Offering of the Company’s Securities. The ; (ii) the sale and issuance of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company further acknowledge that and the Underwriters; (iii) in connection therewith and with the process leading to the Offering, the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a principal and not as an agent or fiduciary to of the Company, Company or its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering Offering of the Company’s Securities, either before or after the date hereof; (iv) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiations related to the pricing of the Securities; and (v) the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactionstransaction, including but not limited to any opinions or views with respect to the price or market for the Company’s securitiesSecurities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters and QIU are acting solely as underwriters in connection with the offering of the Company’s Public Securities. The Company further acknowledge acknowledges that the Underwriters and QIU are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s 's length basis and in no event do the parties intend that the Underwriters or QIU act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Public Securities, either before or after the date hereof. The Underwriters and QIU hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters and QIU 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 Underwriters or QIU to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securitiesPublic Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters and QIU with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Operating Partnership hereby acknowledges acknowledge that the Underwriters are each Agent is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company and the Operating Partnership further acknowledge that the Underwriters are each Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters any Agent act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters any Agent may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Each Agent hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, Company and the Operating Partnership either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Operating Partnership hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor Company, the Operating Partnership, and each of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters any Agent to the Company or the Operating Partnership regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyCompany or the Operating Partnership. The Company and the Operating Partnership hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or the Operating Partnership may have against the Underwriters any Agent with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or the Operating Partnership in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s 's Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm's-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s 's Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Crestwood Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Crestwood Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyCrestwood Parties, its their management, shareholders, security holders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesUnits, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCrestwood Parties, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Crestwood Parties hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Crestwood Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Crestwood Parties regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyCrestwood Parties. The Company Crestwood Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Crestwood Parties may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Crestwood Parties in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Manager each hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company and the Manager each further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its the Manager, the management, shareholdersthe Manager, shareholders or creditors of either the Company or the Manager or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCompany and the Manager, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Manager each hereby confirms its confirm their respective understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Manager and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company or the Manager regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company or the Manager. The Company, the Manager and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company or the Manager and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company or the Manager with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company or the Manager on other matters). The Company and the Manager each hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or the Manager may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company or the Manager in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters and the QIU is acting as a “qualified independent underwriter” within the meaning of FINRA Rule 5121, in connection with the offering of the Company’s Public Securities. The Company further acknowledge acknowledges that the Underwriters and the QIU are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters or the QIU act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters or the QIU may undertake or have undertaken in furtherance of the offering of the Company’s Public Securities, either before or after the date hereof. The Underwriters and the QIU hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Underwriters and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters QIU 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 Underwriters or the QIU to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securitiesPublic Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters or the QIU with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securitiesSecurities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s SecuritiesOffering. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesOffering, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the offering process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters Agents are acting solely as underwriters Agents in connection with the offering purchase and sale of the Company’s Securitiessecurities contemplated hereby. The Company further acknowledge acknowledges that the Underwriters Agents are acting pursuant to a contractual relationship created solely by this Agency Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Agents act or be responsible as a fiduciary to the Company, its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters Agents may undertake or have undertaken in furtherance of the offering such purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Agents hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agency Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Agents to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Agents agree that the Agents are acting as principal and not the fiduciary of the Company and no Agent has assumed, and no Agent will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Agent has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Agents with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agency Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiescontemplated hereby. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiescontemplated hereby, either before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Public Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offeringoffering contemplated hereby. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities contemplated hereby. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering such purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not as an agent or fiduciary of the Company and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favour of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters Underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Placement Investors hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities's securities. The Company and the Placement Investors further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s 's length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, Company and its management, shareholdersstockholders, creditors equity holders, creditors, the Placement Investors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Placement Investors 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the CompanyCompany of the Placement Investors. The Company and the Placement Investors hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that claim the Company or its Affiliates or the Placement Investors may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to involving such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Public Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s 's length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Public Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securitiesPublic Securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges and agrees that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securities. The Company further acknowledge that the Underwriters are acting Units pursuant to this Agreement is an arm’s-length commercial transaction pursuant to a contractual relationship created between the Company and the Underwriters, in connection therewith and with the process leading to such transaction, each Underwriter is acting solely by as a principal and not the agent or fiduciary of the Company, the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement entered into on an arm’s length basis and Agreement, in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the this offering of the Company’s Securitiessecurities, either before or after the date hereofhereof and the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding agrees that no Underwriter has assumed an it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe a fiduciary responsibility in favor of the Company with respect or similar duty to the Offering contemplated hereby Company, in connection with such transaction or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments judgment with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Western Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Western Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyPartnership Entities, its their management, shareholders, security holders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesNotes, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyPartnership Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions, and the Company each Western Party hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Western Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Partnership Entities regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyPartnership Entities. The Company Each Western Party hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Partnership Entities in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges and agrees that the Underwriters are Placement Agent is acting solely as underwriters a placement agent in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are Placement Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters Placement Agent act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters Placement Agent may undertake or have has undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Placement Agent hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The price of the Securities set forth in this Agreement was established by the Company hereby further confirms following discussions and arms-length negotiations with the Investors and the Placement Agent, 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. The Company has been advised that the Placement Agent and its understanding affiliates are engaged in a broad range of transactions which may involve interests that no Underwriter has assumed an advisory or fiduciary responsibility in favor differ from those of the Company with respect and that the Placement Agent has no obligation to disclose such interests and transactions to the Offering contemplated hereby Company by virtue of any fiduciary, advisory or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offeringagency relationship. The Company and the Underwriters Placement Agent 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Placement Agent with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactionstransactions and agrees that the Placement Agent shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim to any person asserting a fiduciary duty claim on behalf of the Company.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its Company management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges and agrees that each of the Underwriters are acting solely Placement Agents shall act as underwriters in connection an independent contractor, and not as a fiduciary, and any duties of the Placement Agents with respect to providing investment banking services to the Company, including the offering of the Company’s Securities. The Company further acknowledge that Securities contemplated hereby (including in connection with determining the Underwriters are acting pursuant to a terms of the Offering), shall be contractual relationship created in nature, as expressly set forth herein, and shall be owed solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company. Each party hereto disclaims any intention to impose any fiduciary or similar duty on any other party hereto. Additionally, its managementthe Placement Agents have not advised, shareholdersnor are advising, creditors the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in connection any jurisdiction with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations respect to the Company, either in connection with the transactions contemplated by this Agreement or any hereby. The Company shall consult with its own advisors concerning such matters leading up to such transactionsand shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Company hereby confirms its understanding and agreement Placement Agents shall have no responsibility or liability to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect thereto. Any review by the Placement Agents of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agents and has not been and shall not be performed on behalf of the Company or any other person. It is understood that the Placement Agents have not and will not be rendering an opinion to the Company as to the fairness of the terms of the Offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agents may have financial interests in the success of the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyPlacement Fee. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Placement Agents with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactionsduty.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are each Manager is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges and agrees that each Manager is acting solely in the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on capacity of an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary contractual counterparty to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering offering of any Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, the Company or any other person. Additionally, each Manager is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering contemplated hereby or the process leading thereto, including any negotiation related thereto (irrespective of whether such Manager has advised or is advising the Company on other matters). Each Manager advises that such Manager and its affiliates are engaged in a broad range of securities and financial services and that it or 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 pricing of the Securities; and the Company, unless otherwise required by law. The Company has consulted with its own legal advisors concerning such matters and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each shall be responsible for making their its own independent judgments with respect to any such transactionsinvestigation and appraisal of the transactions contemplated hereby, and that any opinions each Manager shall have no responsibility or views expressed by the Underwriters liability to the Company regarding such transactions, including but not limited to or any opinions or views other person with respect thereto. Any review by each of the Managers of the Company, the transactions contemplated hereby or other matters relating to the price or market such transactions will be performed solely for the Company’s securities, do benefit of such Manager and shall not constitute advice or recommendations to be on behalf of the Company. The Company hereby waives and releaseswaives, to the fullest extent permitted by law, any claims that the Company it may have against any of the Underwriters with respect to any Managers for breach of fiduciary duty or alleged breach of any fiduciary duty and agrees that each of the Managers shall have no liability (whether direct or similar duty indirect) to the Company in connection with respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the transactions contemplated by this Agreement Company, including stockholders, employees or any matters leading up to such transactionscreditors of the Company.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Initial Purchaser is acting solely as underwriters initial purchaser in connection with the offering purchase and sale of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are Initial Purchaser is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Initial Purchaser act or be responsible as a fiduciary to the Company, its Company or their management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Initial Purchaser may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters Initial Purchaser hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Initial Purchaser agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Initial Purchaser to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesSecurities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that either of the Company may have against the Underwriters Initial Purchaser with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Quicksilver Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Quicksilver Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyQuicksilver Parties, its their management, shareholders, security holders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesUnits, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyQuicksilver Parties, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Quicksilver Parties hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Quicksilver Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Quicksilver Parties regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyQuicksilver Parties. The Company Quicksilver Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Quicksilver Parties may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Quicksilver Parties in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Selling Stockholders each hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company and the Selling Stockholders each further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyCompany or any Selling Stockholder, its their respective management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCompany or any Selling Stockholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Stockholders each hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Selling Stockholders and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company or any Selling Stockholder regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyCompany or any Selling Stockholder. The Company and the Selling Stockholders each hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or any Selling Stockholder may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar 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 Fiduciary Relationship. The Company Company, the Adviser and the Administrator hereby acknowledges acknowledge that the Underwriters are Manager is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company Company, the Adviser and the Administrator further acknowledge that the Underwriters are Manager is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Manager act or be responsible as a fiduciary to the Company, its the Adviser, the Administrator, their respective management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Manager may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Manager hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, the Adviser or the Administrator either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Company, the Adviser and the Administrator hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to Adviser, the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Administrator and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Manager agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Manager to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company, the Adviser and the Administrator. The Company Company, the Adviser and the Administrator hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company any of them may have against the Underwriters Manager with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Company, the Adviser or the Administrator in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, or its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are (x) each Manager is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s SecuritiesIssuance Shares, (y) each Forward Seller is acting only as forward seller and agent for its affiliated Forward Purchaser in connection with the offer and sale of any Forward Hedge Shares and (z) each Forward Purchaser is acting solely as counterparty under the relevant Forward Contract. The Company further acknowledge acknowledges that the Underwriters are each Manager, Forward Purchaser and Forward Seller is acting pursuant to a contractual relationship created solely by this Agreement or the Forward Contract, as the case may be, entered into on an arm’s length basis and basis, and, in no event event, do the parties intend that the Underwriters any Manager, Forward Purchaser or Forward Seller act or be responsible as a fiduciary to the Company, Company or its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters any Manager, Forward Purchaser or Forward Seller may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Each Manager, Forward Purchaser and Forward Seller hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding and each Manager, Forward Purchaser and Forward Seller agrees that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each is responsible for making their its own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters any Manager, Forward Purchaser or Forward Seller to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to or solicitation of any action by any Manager, Forward Purchaser or Forward Seller with respect to the CompanyCompany or any other entity or natural person. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters any Manager, Forward Purchaser or Forward Seller with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Guarantors hereby acknowledges acknowledge that the Underwriters Initial Purchasers are acting solely as underwriters initial purchasers in connection with the offering purchase and sale of the Company’s SecuritiesNotes. The Company further acknowledge acknowledges that the Underwriters Initial Purchasers are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Initial Purchasers act or be responsible as a fiduciary to the Company, its the Guarantors or their respective management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesNotes, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to the Companyobligations, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Guarantors hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters parties hereto agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Initial Purchasers to the Company or the Guarantors regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesNotes, do not constitute advice or recommendations to the CompanyCompany or the Guarantors. The Company and the Guarantors hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that either of the Company may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or the Guarantors in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters Underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter the Underwriters has not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are A.G.P./Alliance Global Partners is acting solely as underwriters the Underwriter in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters Underwriter act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters Underwriter may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Underwriter 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 Underwriters Underwriter to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that each of the Underwriters are Sales Agent, the Forward Seller and the Forward Purchaser is acting solely as underwriters in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the offering terms of the Company’s Securitiestransactions contemplated hereby or by the 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 acknowledge acknowledges that the Underwriters Sales Agent, the Forward Seller and the Forward Purchaser are acting pursuant to a contractual relationship created solely by this Agreement and the Master Forward Confirmation, each entered into on an arm’s length basis basis, and that the Sales Agent, the Forward Seller and the Forward Purchaser may have interests that differ from the Company, and in no event do the parties intend that the Underwriters Sales Agent, the Forward Seller or the Forward Purchaser act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Sales Agent, the Forward Seller and the Forward Purchaser may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Sales Agent, the Forward Seller and the Forward Purchaser hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement Agreement, the Master Forward Confirmation or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor and each of the Company with respect to Sales Agent, the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Forward Seller and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Forward Purchaser agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Sales Agent, the Forward Seller or the Forward Purchaser, as the case may be, to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Sales Agent, the Forward Seller and the Forward Purchaser with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Public Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Public Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securitiesPublic Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very Truly Yours, By: Name: Title: as Representative of the several Underwriters named on Schedule A hereto By: Name: Title: as Representative of the several Underwriters named on Schedule A hereto By: Name: Title: Nomura Securities International, Inc. Xxxxxxxxxxx & Co. Inc. Odeon Capital Group LLC TOTAL 20,000,000 Investor Presentation, dated [ • ], 2020

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Public Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s 's length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Public Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securitiesPublic Securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and each of the Selling Stockholders hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company and each of the Selling Stockholders further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors creditors, the Selling Stockholders or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCompany and the Selling Stockholders, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and each of the Selling Stockholders hereby confirms its understanding and agreement to that effect. The Company and each of the Selling Stockholders hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or any of the Selling Stockholders with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesShares; and the Company and each of the Selling Stockholders has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Company, and each of 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 Underwriters or any of the Selling Stockholders to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyCompany or any of the Selling Stockholders. The Company and each of the Selling Stockholders hereby waives and releases, to the fullest extent permitted by law, any claims that the Company they may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or any of the Selling Stockholders in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges and agrees that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securities. The Company further acknowledge acknowledges and agrees that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, shareholders or other equity owners or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding agrees that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each is responsible for making their its own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesSecurities, do not constitute advice or recommendations to the Company. The Company agrees that the Underwriters are not acting as fiduciary of the Company and the Underwriters have not assumed or will assume any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company on other matters). The Company waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesShares; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Guarantors hereby acknowledges acknowledge that the Underwriters are Initial Purchaser is acting solely as underwriters initial purchaser in connection with the offering purchase and sale of the Company’s SecuritiesNotes. The Company and the Guarantors further acknowledge that the Underwriters are Initial Purchaser is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Initial Purchaser act or be responsible as a fiduciary to either the Company, its the Guarantors or their respective management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Initial Purchaser may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesNotes, either before or after the date hereof. The Underwriters Initial Purchaser hereby expressly disclaim disclaims any fiduciary or similar obligations to either the CompanyCompany or the Guarantors, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Guarantors hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Guarantors and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Initial Purchaser agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Initial Purchaser to the Company and the Guarantors regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesNotes, do not constitute advice or recommendations to the CompanyCompany and the Guarantors. The Company and the Guarantors hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that either of the Company or the Guarantors may have against the Underwriters Initial Purchaser with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or the Guarantors in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering Offering by the Company of the Company’s Transaction Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Firm Securities or the Option Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters and QIU are acting solely as underwriters in connection with the offering of the Company’s Public Securities. The Company further acknowledge acknowledges that the Underwriters and QIU are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s 's length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters and QIU may undertake or have undertaken in furtherance of the offering of the Company’s Public Securities, either before or after the date hereof. The Underwriters and QIU hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading theretoCompany, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters and QIU 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 Underwriters or QIU to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securitiesPublic Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters and QIU with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very Truly Yours, By: Name: Title: A. G.P./ALLIANCE GLOBAL PARTNERS,

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering Offering by the Company of the Company’s Transaction Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Firm Securities or the Option Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are each Selling Agent is acting solely as underwriters a Selling Agent in connection with the offering Offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters Selling Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters Selling Agents act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters Selling Agents may undertake or have undertaken in furtherance of the offering Offering of the Company’s Securities, either before or after the date hereof. The Underwriters Selling Agent on its own behalf and on behalf of the Selling Agents, hereby each expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms Company, the Selling Agent on its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor own behalf and on behalf of the Company with respect to the Offering contemplated hereby or the process leading theretoSelling Agents, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters Selling Agents to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Selling Agents with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Public Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Public Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading theretoCompany, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securitiesPublic Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. If the foregoing correctly sets forth the understanding between the Representative and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very Truly Yours, By: Name: Sxxx Xxxx “Nxxx” Foo Title: Chief Executive Officer as of the date first written above: as Representative of the several Underwriters By: Name: Txxxxx X. Xxxxxxx Title: Managing Director A.G.P./Alliance Global Partners [●] Brookline Capital Markets [●] TOTAL [5,000,000] Bukit Jalil Global Acquisition 1 Ltd. 31-1 Taman Miharja Phase 3B, Jalan 3/93, 2 ½ Miles, Cheras Kuala Lumpur, Malaysia 55200 Ladies and Gentlemen: Reference is made to the Final Prospectus of Bukit Jalil Global Acquisition 1 Ltd. (the “Company”), dated [___________], 2023 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $50,750,000, for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the redemption of their shares upon consummation of a business combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iii) to the Company concurrently with, or after it consummates a Business Combination. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business Bukit Jalil Global Acquisition 1 Ltd. 31-1 Taman Miharja Phase 3B, Jalan 3/93, 2 ½ Miles, Cheras

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are each Underwriter is acting solely as underwriters underwriter, and the QIU is acting solely as a “qualified independent underwriter” within the meaning of FINRA Rule 5121, in connection with the offering Offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters and the QIU are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters or the QIU act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters or the QIU may undertake or have undertaken in furtherance of the offering Offering of the Company’s Securities, either before or after the date hereof. The Underwriters Representative on its own behalf and on behalf of the Underwriters, and the QIU hereby each expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms Company, the Representative on its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor own behalf and on behalf of the Company with respect to the Offering contemplated hereby or the process leading theretoUnderwriters, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters QIU 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 Underwriters or the QIU to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters or the QIU with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering Offering by the Company of the Company’s Transaction Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities's securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities's securities, either before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters Underwriter are acting solely as underwriters Underwriter in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters Underwriter are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters Underwriter act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters Underwriter may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no the Underwriter has have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Underwriter 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 Underwriters Underwriter to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities's securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s 's length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very Truly Yours, By: Name: Title: EARLYBIRDCAPITAL, INC., as Representative of the several Underwriters Name: Title: EarlyBirdCapital, Inc. Infinity Cross Border Acquisition Corporation c/o Infinity-C.S.V.C. Management Ltd. 3 Azrieli Cxxxxx (Xxxxxxxx Xxxxx) 00xx Xxxxx Xxx Xxxx, Xxxxxx 00000 Fax No.: ___________

No Fiduciary Relationship. The Company hereby acknowledges and agrees that the Underwriters are Placement Agent is acting solely as underwriters a placement agent in connection with the offering of the Company’s SecuritiesShares. The Company further acknowledge acknowledges that the Underwriters are Placement Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters Placement Agent act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters Placement Agent may undertake or have has undertaken in furtherance of the offering of the Company’s SecuritiesShares, either before or after the date hereof. The Underwriters Placement Agent hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The price of the Shares set forth in this Agreement was established by the Company hereby further confirms following discussions and arm’s-length negotiations with the Investors and the Placement Agent, 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. The Company has been advised that the Placement Agent and its understanding affiliates are engaged in a broad range of transactions which may involve interests that no Underwriter has assumed an advisory or fiduciary responsibility in favor differ from those of the Company with respect and that the Placement Agent has no obligation to disclose such interests and transactions to the Offering contemplated hereby Company by virtue of any fiduciary, advisory or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offeringagency relationship. The Company and the Underwriters Placement Agent 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Placement Agent with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactionstransactions and agrees that the Placement Agent shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim to any person asserting a fiduciary duty claim on behalf of the Company.

No Fiduciary Relationship. The Company Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyCompany Parties, its their respective management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Parties hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Parties regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyCompany Parties. The Company Parties and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company Parties, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby waives or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company Parties hereby waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Parties may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company Parties in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s SecuritiesOffering. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesOffering, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, PTK ACQUISITION CORP. By: Name: Title: Agreed to and accepted on the date first above written. CHARDAN CAPITAL MARKETS, LLC, as Representative of the several Underwriters By: Name: Title: Underwriter Number of Firm Units to be Purchased Chardan Capital Markets, LLC [•] X. Xxxxx FBR, Inc. [•]

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters Initial Purchasers are acting solely as underwriters initial purchasers in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters Initial Purchasers are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Initial Purchasers act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesNotes in the manner contemplated by this Agreement, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations duty of loyalty or duty of care to the Company, either in connection with the transactions contemplated by this Agreement or any related matters leading up to such transactionsin connection with the negotiation, execution and delivery of this Agreement, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Initial Purchasers 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 Underwriters to the Company regarding such transactionsacknowledges that the Initial Purchasers have not provided any financial, including but not limited to any opinions legal, accounting, regulatory or views with respect to the price or market for the Company’s securities, do not constitute tax advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty of loyalty or duty of care to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s SecuritiesUnits. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm's-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesUnits, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s SecuritiesOffering. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesOffering, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, TradeUP Global Corporation Accepted as of the date first written above, for itself and on behalf of the several Underwriters listed in Schedule 1 hereto. US TIGER SECURITIES, INC. Name: Dxxxxxx Xxx Title: Managing Director Accepted and agreed to as of the date first above written, as the QIU. R. X. XXXXXXXX & CO. INC.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters Initial Purchasers are acting solely as underwriters initial purchasers in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters Initial Purchasers are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Initial Purchasers act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Initial Purchasers agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Initial Purchasers to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Initial Purchasers agree that the Initial Purchasers are acting as principal and not the agent or fiduciary of the Company and no Initial Purchaser has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Initial Purchaser has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges and agrees that the Underwriters are Underwriter is acting solely as underwriters underwriter in connection with the offering purchase and sale of the Company’s Securities. The Company further acknowledge acknowledges and agrees that the Underwriters are Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Underwriter act or be responsible as a fiduciary to the Company, its management, shareholders, shareholders or other equity owners or creditors or any other person in connection with any activity that the Underwriters Underwriter may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding agrees that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each is responsible for making their its own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Underwriter to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesSecurities, do not constitute advice or recommendations to the Company. The Company agrees that the Underwriter is not acting as fiduciary of the Company and the Underwriter has not assumed or will assume any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company on other matters). The Company waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company, and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Partnership Parties and the Selling Unitholders hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s SecuritiesUnits. The Company Partnership Parties and the Selling Unitholders further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyPartnership Parties or the Selling Unitholders, its their respective management, shareholderspartners, members or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the CompanyPartnership’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyPartnership Parties or the Selling Unitholders, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Partnership Parties and the Selling Unitholders hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Partnership Parties, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Selling Unitholders and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Partnership Parties or the Selling Unitholders regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyPartnership Parties or the Selling Unitholders. The Company Partnership Parties, the Selling Unitholders and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Partnership Parties or the Selling Unitholders, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Partnership Parties or the Selling Unitholders with respect to the transactions contemplated hereby waives or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Partnership Parties or the Selling Unitholders on other matters). The Partnership Parties and releasesthe Selling Unitholders hereby waive and release, to the fullest extent permitted by law, any claims that the Company Partnership Parties or the Selling Unitholders may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company Partnership Parties or the Selling Unitholders in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Public Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Public Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company 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 Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securitiesPublic Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very Truly Yours, By: Name: Xx. Xxxxxx Xxxx Title: Chief Executive Officer, President and Secretary as Representative of the several Underwriters named on Schedule A hereto By: Name: Title: as Representative of the several Underwriters named on Schedule A hereto By: Name: Title: Xxxxxxxxxxx & Co. Inc. Xxxxxxx Xxxxx & Company, L.L.C. TOTAL 20,000,000 The Company will pay the Underwriters $0.35 per Public Security as deferred underwriting commissions upon completion of the initial Business Combination as consideration for certain services to be performed by them as described in the Preliminary Prospectus. Investor Presentation, dated [•] 2021

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities contemplated hereby. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its respective management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering such purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its respective understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.