Common use of Recognition of the U.S. Special Resolution Regimes Clause in Contracts

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from Xxxxx-Xxxxxx of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (Ax) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); , (By) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); , or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2621: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined below) or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2612, the following terms shall have the following meaning: (i2) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iix) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiy) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivz) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this SectionSection 12(c) and below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 12(c) below), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 12(c) below) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 12(c) below) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2612: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Initial Purchaser that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Initial Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Initial Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Initial Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 15, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (Ax) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); , (By) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); , or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this SectionSection 20) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 20), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 20) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 20) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2620: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes purpose of this Section 26: 19, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a the term “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) the term “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) the term “U.S. U.S Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx is any of the Initial Purchasers that are a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx is any of the Initial Purchasers that are a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Initial Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Initial Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For the purposes of this Section 26: (i) 17, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) 10.10.1. In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligationobligation herein, were governed by the laws of the United States or a state of the United States. (b) 10.10.2. In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) 10.10.3. For purposes of this Section 26: Agreement, (iA) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § Sec. 1841(k); (iiB) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § Sec. 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § Sec. 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § Sec. 382.2(b); (iiiC) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ Sec.Sec. 252.81, 47.2 or 382.1, as applicable; and (ivD) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (ai) In the event that Xxxxx-Xxxxxx Xxxxx and Company, LLC is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx Xxxxx and Company, LLC of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (bii) In the event that Xxxxx-Xxxxxx Xxxxx and Company, LLC is a Covered Entity and Xxxxx and Company, LLC or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx Xxxxx and Company, LLC becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx Xxxxx and Company, LLC are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (ciii) For purposes of this Section 26: 8(a); (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter, any Forward Seller or any Forward Purchaser that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Underwriter, such Forward Seller or such Forward Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter, any Forward Seller or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 14, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Initial Purchaser that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Initial Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Initial Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Initial Purchaser r are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 16, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (ai) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will shall be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (bii) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (ciii) For purposes of this Section 26: 19, (ia) a “affiliate” has the meaning set forth in Rule 405 under the Securities Act, (b) “subsidiary” has the meaning set forth in Rule 405 of the Securities Act; (c) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iid) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiie) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivf) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. Please sign and return to the Company the enclosed duplicates of this agreement whereupon this agreement shall become a binding agreement between the Company and the several Underwriters in accordance with its terms. Very truly yours, By: Name: Rxxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first above-mentioned by the Representative of the several Underwriters. By: Name: Axxxx X. Xxxxxxxx Title: President & Head of Investment Banking Name Number of Firm Shares to be Purchased Number of Option Shares to be Purchased Rxxx Capital Partners, LLC [●] [●] [●] [●] [●] Total

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a (b) Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights (as defined below) could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) a “BHC Act Affiliate” has the meaning assigned as signed to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2621: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.accordance

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any International Underwriter or International Agent that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such International Underwriter or International Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligationobligation in or under this Agreement, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any International Underwriter or International Agent that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such International Underwriter or International Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such International Underwriter or International Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 25, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Remarketing Agent that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Remarketing Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Remarketing Agent that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Remarketing Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Remarketing Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes purpose of this Section 26: 10, (iA) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iiB) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) the term “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivD) the term “U.S. Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 19, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “”Covered Entity” means any of the following: (Ax) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); , (By) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); , or (Cz) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 19, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (Ax) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); , (By) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); , or (Cz) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx the Manager is a Covered Entity (as defined in this SectionSection 19) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 19), the transfer from Xxxxx-Xxxxxx the Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx the Manager is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 19) of Xxxxx-Xxxxxx the Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 19) under this Agreement that may be exercised against Xxxxx-Xxxxxx the Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2619: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Very truly yours, By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President and Chief Executive Officer Accepted as of the date first written above: By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Head of Investment Banking None. Set forth below are guidelines for use by the Company and the Manager in connection with the Manager’s continuous due diligence efforts in connection with the sale and distribution of the Shares pursuant to the Agreement. For the avoidance of doubt, the Company has agreed that no sales under the Agreement will be requested or made at any time the Company is, or could be deemed to be, in possession of material non-public information with respect to the Company.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (Ax) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); , (By) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); , or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, CHARTER COMMUNICATIONS OPERATING, LLC, as an Issuer By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Executive Vice President, Corporate Finance & Development CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., as an Issuer By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Executive Vice President, Corporate Finance & Development CCO HOLDINGS, LLC, as a Guarantor By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Executive Vice President, Corporate Finance & Development THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE II HERETO, as Guarantors By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Executive Vice President, Corporate Finance & Development Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. DEUTSCHE BANK SECURITIES INC. By: /s/ Rxxx Xxxxxx Name: Rxxx Xxxxxx Title: Managing Director By: /s/ Jxxx X. XxXxxx Name: Jxxx X. XxXxxx Title: Managing Director Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. MXXXXX SXXXXXX & CO. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. MIZUHO SECURITIES USA LLC By: /s/ Jxxx Xxxxx Name: Jxxx Xxxxx Title: Managing Director Underwriters of Notes to be Purchased Deutsche Bank Securities Inc. $ 130,000,000 Mizuho Securities USA LLC $ 130,000,000 Mxxxxx Sxxxxxx & Co. LLC $ 130,000,000 Citigroup Global Markets Inc. $ 78,000,000 BofA Securities, Inc. $ 65,000,000 Credit Suisse Securities (USA) LLC $ 65,000,000 Gxxxxxx Sachs & Co. LLC $ 65,000,000 J.X. Xxxxxx Securities LLC $ 65,000,000 MUFG Securities Americas Inc. $ 65,000,000 RBC Capital Markets, LLC $ 65,000,000 TD Securities (USA) LLC $ 65,000,000 Wxxxx Fargo Securities, LLC $ 65,000,000 Barclays Capital Inc. $ 39,000,000 BNP Paribas Securities Corp. $ 39,000,000 Scotia Capital (USA) Inc. $ 39,000,000 SMBC Nikko Securities America, Inc. $ 39,000,000 SunTrust Rxxxxxxx Xxxxxxxx, Inc. $ 39,000,000 Credit Agricole Securities (USA) Inc. $ 26,000,000 U.S. Bancorp Investments, Inc. $ 26,000,000 Academy Securities, Inc. $ 13,000,000 LionTree Advisors LLC $ 13,000,000 R. Xxxxxxx & Co., LLC $ 13,000,000 Sxxxxx X. Xxxxxxx & Company, Inc. $ 13,000,000 Sxxxxxx Xxxxxxxx Shank & Co., LLC $ 13,000,000 Total $ 1,300,000,000 Bresnan Broadband Holdings, LLC Bresnan Broadband of Colorado, LLC Bresnan Broadband of Montana, LLC Bresnan Broadband of Utah, LLC Bresnan Broadband of Wyoming, LLC Bresnan Digital Services, LLC Bright House Networks Information Services (Alabama), LLC Bright House Networks Information Services (California), LLC Bright House Networks Information Services (Florida), LLC Bright House Networks Information Services (Indiana), LLC Bright House Networks Information Services (Michigan), LLC Bright House Networks, LLC CC Fiberlink, LLC CC Systems, LLC CC VI Fiberlink, LLC CC VII Fiberlink, LLC CCO Fiberlink, LLC CCO NR Holdings, LLC CCO Transfers, LLC Charter Advanced Services (MN), LLC Charter Advanced Services (MO), LLC Charter Advanced Services VIII (MN), LLC Charter Communications Entertainment I, LLC Charter Communications VI, L.L.C. Charter Communications, LLC Charter Distribution, LLC Charter Fiberlink – Alabama, LLC Charter Fiberlink – Georgia, LLC Charter Fiberlink – Illinois, LLC Charter Fiberlink – Maryland II, LLC Charter Fiberlink – Michigan, LLC Charter Fiberlink – Missouri, LLC Charter Fiberlink – Nebraska, LLC Charter Fiberlink – Tennessee, LLC Charter Fiberlink CA-CCO, LLC Charter Fiberlink CC VIII, LLC Charter Fiberlink CCO, LLC Charter Fiberlink CT-CCO, LLC Charter Fiberlink LA-CCO, LLC Charter Fiberlink MA-CCO, LLC Charter Fiberlink MS-CCVI, LLC Charter Fiberlink NC-CCO, LLC Charter Fiberlink NH-CCO, LLC Charter Fiberlink NV-CCVII, LLC Charter Fiberlink NY-CCO, LLC Charter Fiberlink OR-CCVII, LLC Charter Fiberlink SC-CCO, LLC Charter Fiberlink TX-CCO, LLC Charter Fiberlink VA-CCO, LLC Charter Fiberlink VT-CCO, LLC Charter Fiberlink WA-CCVII, LLC Charter Helicon, LLC Charter Leasing Holding Company, LLC Charter Procurement Leasing, LLC DukeNet Communications, LLC Helicon Partners I, L.X. Xxxxxx Cable Associates, L.L.C. Spectrum Advanced Services, LLC Spectrum Gulf Coast, LLC Spectrum Mid-America, LLC Spectrum Mobile, LLC Spectrum Mobile Equipment, LLC Spectrum New York Metro, LLC Spectrum NLP, LLC Spectrum Northeast, LLC Spectrum Oceanic, LLC Spectrum Originals, LLC Spectrum Originals Development, LLC Spectrum Pacific West, LLC Spectrum Reach, LLC Spectrum RSN, LLC Spectrum Security, LLC Spectrum Southeast, LLC Spectrum TV Essentials, LLC Spectrum Wireless Holdings, LLC TC Technology LLC The Helicon Group, L.P. Time Warner Cable Business LLC Time Warner Cable Enterprises LLC Time Warner Cable Information Services (Alabama), LLC Time Warner Cable Information Services (Arizona), LLC Time Warner Cable Information Services (California), LLC Time Warner Cable Information Services (Colorado), LLC Time Warner Cable Information Services (Hawaii), LLC Time Warner Cable Information Services (Idaho), LLC Time Warner Cable Information Services (Illinois), LLC Time Warner Cable Information Services (Indiana), LLC Time Warner Cable Information Services (Kansas), LLC Time Warner Cable Information Services (Kentucky), LLC Time Warner Cable Information Services (Maine), LLC Time Warner Cable Information Services (Massachusetts), LLC Time Warner Cable Information Services (Michigan), LLC Time Warner Cable Information Services (Missouri), LLC Time Warner Cable Information Services (Nebraska), LLC Time Warner Cable Information Services (New Hampshire), LLC Time Warner Cable Information Services (New Jersey), LLC Time Warner Cable Information Services (New Mexico), LLC Time Warner Cable Information Services (New York), LLC Time Warner Cable Information Services (North Carolina), LLC Time Warner Cable Information Services (Ohio), LLC Time Warner Cable Information Services (Pennsylvania), LLC Time Warner Cable Information Services (South Carolina), LLC Time Warner Cable Information Services (Tennessee), LLC Time Warner Cable Information Services (Texas), LLC Time Warner Cable Information Services (Virginia), LLC Time Warner Cable Information Services (Washington), LLC Time Warner Cable Information Services (West Virginia), LLC Time Warner Cable Information Services (Wisconsin), LLC Time Warner Cable, LLC TWC Administration LLC TWC Communications, LLC TWC Media Blocker LLC TWC SEE Holdco LLC TWC/Charter Los Angeles Cable Advertising, LLC TWCIS Holdco LLC

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Manager or any Forward Purchaser that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Manager or such Forward Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Manager or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Manager or such Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Manager or such Forward Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2623: (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership, each Manager and each Forward Purchaser, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company, the Operating Partnership, each Manager and each Forward Purchaser. Alternatively, the execution of this Agreement by the Company and the Operating Partnership and its acceptance by or on behalf of each Manager and each Forward Purchaser may be evidenced by an exchange of telegraphic or other written communications. Very truly yours, QTS REALTY TRUST, INC. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President, General Counsel and Secretary QUALITYTECH, LP By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President, General Counsel and Secretary ACCEPTED as of the date first above written KeyBanc Capital Markets Inc. KeyBanc Capital Markets Inc. By: /s/ Xxxx Xxxxxxxxxxx By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Managing Director Title: Managing Director By: /s/ Xxxxx X. Ramp Name: Xxxxx X. Ramp Title: Head of U.S. Investment Banking BMO Capital Markets Corp. Bank of Montreal By: /s/ Xxxx Xxxxxx By: /s/ Roman Law Name: Xxxx Xxxxxx Name: Roman Law Title: Director, Derivatives Operations Title: Authorized Signatory By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director, Global Markets BofA Securities, Inc. Bank of America, N.A. By: /s/ Time Xxxxx By: /s/ Xxxx Xxxxxxxxxx Name: Xxx Xxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director Title: Managing Director By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Managing Director Deutsche Bank Securities Inc. Deutsche Bank AG, London Branch By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxx Xxxx Name: Xxxxx Xxxxxxx Name: Xxxx Xxxx Title: Director Title: Managing Director By: /s/ Samir Xxx-Xxxxxx By: /s/ Xxxx Xxxxxxx Name: Samir Xxx-Xxxxxx Name: Xxxx Xxxxxxx Title: Director Title: Managing Director Xxxxxxx Xxxxx & Co. LLC Xxxxxxx Sachs & Co. LLC By: /s/ Xxxx Xxxx By: /s/ Xxxx Xxxxx Name: Xxxx Xxxx Name: Xxxx Xxxxx Title: Managing Director Title: Managing Director Xxxxxxxxx LLC Xxxxxxxxx LLC By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director, ECM Title: Managing Director, ECM

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes purpose of this Section 26: 18(i), (iA) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iiB) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) the term “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivD) the term “U.S. Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the several Underwriters in accordance with its terms. Yours very truly, KENTUCKY UTILITIES COMPANY By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director XXXXXXX SACHS & CO. LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director Acting on behalf of itself and as the Underwriter named in Section 3 hereof.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx the Manager is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from Xxxxx-Xxxxxx the Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx the Manager is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx the Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx the Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26Section: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [remainder of page left blank intentionally - signature page follows] Very truly yours, By: /s/ Jxxxx Xxxxxxx Name: Jxxxx Xxxxxxx Title: Chief Financial Officer Accepted as of the date first written above: By: /s/ Rxxx Xxxxxxxx Rxxx Xxxxxxxx None. Set forth below are guidelines for use by the Company and the Manager in connection with the Manager’s continuous due diligence efforts in connection with the sale and distribution of the Shares pursuant to the Agreement. For the avoidance of doubt, the Company has agreed that no sales under the Agreement will be requested or made at any time the Company is, or could be deemed to be, in possession of material non-public information with respect to the Company.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this SectionSection 21) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 21), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 21) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 21) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2621: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “”covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “”Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “”U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx the Agent is a Covered Entity (as defined in this SectionSection 24) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 24), the transfer from Xxxxx-Xxxxxx the Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx the Agent is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 24) of Xxxxx-Xxxxxx the Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 24) under this Agreement that may be exercised against Xxxxx-Xxxxxx the Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2624: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx the Underwriter is a Covered Entity (as defined in this SectionSection 21) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 21), the transfer from Xxxxx-Xxxxxx the Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx the Underwriter is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 21) of Xxxxx-Xxxxxx the Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 21) under this Agreement that may be exercised against Xxxxx-Xxxxxx the Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2621: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx the Manager is a Covered Entity (as defined in this SectionSection 19) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 19), the transfer from Xxxxx-Xxxxxx the Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx the Manager is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 19) of Xxxxx-Xxxxxx the Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 19) under this Agreement that may be exercised against Xxxxx-Xxxxxx the Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2619: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. US.129929318.07 Very truly yours, By:/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Chief Financial Officer Accepted as of the date first written above: By: /s/ Xxxx Xxxxxxxx Name:Xxxx Xxxxxxxx Title:Head of Investment Banking US.129929318.07 None. I-1 US.129929318.07 Set forth below are guidelines for use by the Company and the Manager in connection with the Manager’s continuous due diligence efforts in connection with the sale and distribution of the Shares pursuant to the Agreement. For the avoidance of doubt, the Company has agreed that no sales under the Agreement will be requested or made at any time the Company is, or could be deemed to be, in possession of material non-public information with respect to the Company.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx an Agent is a Covered Entity (as defined in this SectionSection 24) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 24), the transfer from Xxxxx-Xxxxxx such Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx an Agent is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 24) of Xxxxx-Xxxxxx an Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 24) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2624: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx an Initial Purchaser is a Covered Entity (as defined in this Section) and that becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx an Initial Purchaser is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Initial Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Initial Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 29, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined below) or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2621, the following terms shall have the following meanings: (iw) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iix) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiy) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivz) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with its terms. Very truly yours, CHATHAM LODGING TRUST By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Operating Officer CHATHAM LODGING, L.P., By: Chatham Lodging Trust, its general partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Operating Officer XXXXX FARGO SECURITIES, LLC By: XXXXX FARGO SECURITIES, LLC By /s/ Xxxxxxx Xxxxxx Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of Securities XXXXX FARGO SECURITIES, LLC 1,344,000 BARCLAYS CAPITAL INC. 576,000 BOFA SECURITIES, INC. 576,000 CITIGROUP GLOBAL MARKETS INC. 576,000 BMO CAPITAL MARKETS CORP. 360,000 REGIONS SECURITIES LLC 360,000 XXXXXX, XXXXXXXX & COMPANY, INCORPORATED 360,000 U.S. BANCORP INVESTMENTS, INC. 360,000 X. XXXXX SECURITIES, INC. 144,000 XXXXXX XXXXXXXXXX XXXXX LLC 144,000 Total Number of Securities 4,800,000 Final Pricing Terms dated June 23, 2021 Relating to Preliminary Prospectus Supplement dated June 23, 2021. Issuer: Chatham Lodging Trust

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For the purposes of this Section 2622: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. (Remainder of page intentionally left blank.) If the foregoing correctly sets forth the agreement among the Partnership Parties and the Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, BOARDWALK GP, LLC By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx Senior Vice President – Chief Financial Officer BOARDWALK GP, LP By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx Senior Vice President – Chief Financial Officer BOARDWALK PIPELINE PARTNERS, LP By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx Senior Vice President – Chief Financial Officer BOARDWALK OPERATING GP, LLC By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx Senior Vice President – Chief Financial Officer BOARDWALK PIPELINES, LP By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx Senior Vice President – Chief Financial Officer Accepted: BARCLAYS CAPITAL INC. X.X. XXXXXX SECURITIES LLC MUFG SECURITIES AMERICAS INC. TRUIST SECURITIES, INC. For themselves and as Representatives of the several Underwriters named in Schedule 1 hereto BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Authorized Signatory Barclays Capital Inc. $ 84,000,000 X.X. Xxxxxx Securities LLC 84,000,000 MUFG Securities Americas Inc. 66,000,000 Truist Securities, Inc. 66,000,000 Citigroup Global Markets Inc. 54,000,000 Regions Securities LLC 54,000,000 TD Securities (USA) LLC 54,000,000 Xxxxx Fargo Securities, LLC 54,000,000 BofA Securities, Inc. 42,000,000 Xxxxxxx Xxxxx & Co. LLC 42,000,000 Total $ 600,000,000 Boardwalk GP, LLC Delaware Kentucky, Texas Boardwalk GP, LP Delaware Kentucky, Texas Boardwalk Resources Company, LLC Delaware Texas Boardwalk Field Services, LLC Delaware Louisiana, Texas Boardwalk Louisiana Gas Transmission, LLC Delaware Louisiana, Texas Boardwalk Louisiana Midstream, LLC Delaware Louisiana, Texas Boardwalk Midstream, LLC Delaware Texas Boardwalk Operating GP, LLC Delaware Texas Boardwalk Pipelines, LP Delaware Kentucky, Texas Boardwalk Pipeline Partners, LP Delaware Alabama, Arkansas, Kentucky, Texas Boardwalk Storage Company, LLC Delaware Louisiana, Texas Boardwalk Texas Intrastate, LLC Delaware Texas Gulf South Pipeline Company, LLC Delaware Alabama, Florida, Kentucky, Louisiana, Mississippi, Oklahoma, Texas Boardwalk Petrochemical Pipeline, LLC Delaware Texas Texas Gas Transmission, LLC Delaware Arkansas, Illinois, Indiana, Kentucky, Louisiana, Mississippi, Ohio, Tennessee, Texas Boardwalk Ethane Pipeline Holdco, LLC Delaware Louisiana, Oklahoma, Texas Boardwalk Purity Pipelines Company, LLC Delaware Texas Boardwalk Ethane Pipeline Company, LLC Delaware Louisiana, Texas Boardwalk Bayou Ethane Pipeline, LLC Delaware Louisiana and Texas Boardwalk Gulf Coast Transportation Company, LLC Delaware Louisiana, Oklahoma, Texas Boardwalk NGL Marketing Company, LLC Delaware Louisiana, Oklahoma, Texas Issuer: Boardwalk Pipelines, LP Fully and unconditionally guaranteed by: Boardwalk Pipeline Partners, LP Ratings* (Xxxxx’x / S&P / Fitch): Baa2 / BBB- / BBB Note type: Senior Unsecured Notes Pricing date: February 8, 2024 Settlement date**: February 15, 2024 (T+5) Maturity date: August 1, 2034 Principal amount: $600,000,000 Benchmark Treasury: 4.500% due November 15, 2033 Benchmark Treasury price / yield: 102-21+ / 4.163% Re-offer spread: + 148bps Re-offer yield to maturity: 5.643% Coupon: 5.625% Public offering price: 99.862% of the principal amount Net proceeds: Approximately $593,772,000, after deducting the underwriting discount and estimated offering expenses. Optional redemption: In whole or in part, at any time and from time to time prior to May 1, 2034 (the “Par Call Date”), at a redemption price equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes mature on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the redemption date. Interest payment dates: February 1 and August 1, beginning August 1, 2024 CUSIP / ISIN: 096630 AK4 / US096630AK44 Joint book-running managers: Barclays Capital Inc. X.X. Xxxxxx Securities LLC MUFG Securities Americas Inc. Truist Securities, Inc. Citigroup Global Markets Inc. Regions Securities LLC TD Securities (USA) LLC Xxxxx Fargo Securities, LLC Co-managers: BofA Securities, Inc. Xxxxxxx Xxxxx & Co. LLC * Note: A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time. ** We expect delivery of the notes will be made against payment therefor on or about February 15, 2024, which is the fifth business day following the date of pricing of the notes (such settlement being referred to as “T+5”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the second trading day prior to the closing of this offering will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisers. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. at 000 000 0000 or X.X. Xxxxxx Securities LLC (collect) at 000 000 0000 or MUFG Securities Americas Inc. at 000 000 0000 or Truist Securities, Inc. at 000 000 0000. Final Term Sheet filed by the Operating Partnership and the Partnership with the Commission on February 8, 2024.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (Ax) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); , (By) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); , or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, CHARTER COMMUNICATIONS OPERATING, LLC, as an Issuer By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President, Corporate Finance CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., as an Issuer By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President, Corporate Finance CCO HOLDINGS, LLC, as a Guarantor By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President, Corporate Finance THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE II HERETO, as Guarantors By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President, Corporate Finance Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. BofA Securities, Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. X.X. Xxxxxx Securities LLC By: /s/ Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director Underwriters Aggregate Principal Amount of 2031 Notes to be Purchased Aggregate Principal Amount of 2051 Notes to be Purchased BofA Securities, Inc. $160,000,000.00 $140,000,000.00 X.X. Xxxxxx Securities LLC $160,000,000.00 $140,000,000.00 Xxxxxx Xxxxxxx & Co. LLC $160,000,000.00 $140,000,000.00 Deutsche Bank Securities Inc. $88,000,000.00 $77,000,000.00 Citigroup Global Markets Inc. $88,000,000.00 $77,000,000.00 Credit Suisse Securities (USA) LLC $80,000,000.00 $70,000,000.00 Xxxxxxx Sachs & Co. LLC $80,000,000.00 $70,000,000.00 Mizuho Securities USA LLC $80,000,000.00 $70,000,000.00 MUFG Securities Americas Inc. $80,000,000.00 $70,000,000.00 RBC Capital Markets, LLC $80,000,000.00 $70,000,000.00 TD Securities (USA) LLC $80,000,000.00 $70,000,000.00 Xxxxx Fargo Securities, LLC $80,000,000.00 $70,000,000.00 Barclays Capital Inc. $48,000,000.00 $42,000,000.00 BNP Paribas Securities Corp. $48,000,000.00 $42,000,000.00 Scotia Capital (USA) Inc. $48,000,000.00 $42,000,000.00 SMBC Nikko Securities America, Inc. $48,000,000.00 $42,000,000.00 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $48,000,000.00 $42,000,000.00 Credit Agricole Securities (USA) Inc. $32,000,000.00 $28,000,000.00 U.S. Bancorp Investments, Inc. $32,000,000.00 $28,000,000.00 LionTree Advisors LLC $16,000,000.00 $14,000,000.00 Academy Securities, Inc. $16,000,000.00 $14,000,000.00 Loop Capital Markets LLC $16,000,000.00 $14,000,000.00 MFR Securities, Inc. $16,000,000.00 $14,000,000.00 Xxxxxx X. Xxxxxxx & Company, Inc. $16,000,000.00 $14,000,000.00 Total $1,600,000,000 $1,400,000,000 Bresnan Broadband Holdings, LLC Bresnan Broadband of Colorado, LLC Bresnan Broadband of Montana, LLC Bresnan Broadband of Utah, LLC Bresnan Broadband of Wyoming, LLC Bresnan Digital Services, LLC Bright House Networks Information Services (Alabama), LLC Bright House Networks Information Services (California), LLC Bright House Networks Information Services (Florida), LLC Bright House Networks Information Services (Indiana), LLC Bright House Networks Information Services (Michigan), LLC CC Fiberlink, LLC CC VI Fiberlink, LLC CC VII Fiberlink, LLC CCO Fiberlink, LLC CCO NR Holdings, LLC Charter Advanced Services (MO), LLC Charter Communications VI, L.L.C. Charter Communications, LLC Charter Distribution, LLC Charter Fiberlink – Alabama, LLC Charter Fiberlink – Georgia, LLC Charter Fiberlink – Illinois, LLC Charter Fiberlink – Maryland II, LLC Charter Fiberlink – Michigan, LLC Charter Fiberlink – Missouri, LLC Charter Fiberlink – Nebraska, LLC Charter Fiberlink – Tennessee, LLC Charter Fiberlink CA-CCO, LLC Charter Fiberlink CC VIII, LLC Charter Fiberlink CCO, LLC Charter Fiberlink CT-CCO, LLC Charter Fiberlink LA-CCO, LLC Charter Fiberlink MA-CCO, LLC Charter Fiberlink MS-CCVI, LLC Charter Fiberlink NC-CCO, LLC Charter Fiberlink NH-CCO, LLC Charter Fiberlink NV-CCVII, LLC Charter Fiberlink NY-CCO, LLC Charter Fiberlink OR-CCVII, LLC Charter Fiberlink SC-CCO, LLC Charter Fiberlink TX-CCO, LLC Charter Fiberlink VA-CCO, LLC Charter Fiberlink VT-CCO, LLC Charter Fiberlink WA-CCVII, LLC Charter Leasing Holding Company, LLC Charter Procurement Leasing, LLC DukeNet Communications, LLC Marcus Cable Associates, L.L.C. Spectrum Advanced Services, LLC Spectrum Gulf Coast, LLC Spectrum Mid-America, LLC Spectrum Mobile, LLC Spectrum Mobile Equipment, LLC Spectrum New York Metro, LLC Spectrum NLP, LLC Spectrum Northeast, LLC Spectrum Oceanic, LLC Spectrum Originals, LLC Spectrum Originals Development, LLC Spectrum Pacific West, LLC Spectrum Reach, LLC Spectrum RSN, LLC Spectrum Security, LLC Spectrum Southeast, LLC Spectrum Sunshine State, LLC Spectrum TV Essentials, LLC Spectrum Wireless Holdings, LLC TC Technology LLC Time Warner Cable Business LLC Time Warner Cable Enterprises LLC Time Warner Cable Information Services (Alabama), LLC Time Warner Cable Information Services (Arizona), LLC Time Warner Cable Information Services (California), LLC Time Warner Cable Information Services (Colorado), LLC Time Warner Cable Information Services (Hawaii), LLC Time Warner Cable Information Services (Idaho), LLC Time Warner Cable Information Services (Illinois), LLC Time Warner Cable Information Services (Indiana), LLC Time Warner Cable Information Services (Kansas), LLC Time Warner Cable Information Services (Kentucky), LLC Time Warner Cable Information Services (Maine), LLC Time Warner Cable Information Services (Massachusetts), LLC Time Warner Cable Information Services (Michigan), LLC Time Warner Cable Information Services (Missouri), LLC Time Warner Cable Information Services (Nebraska), LLC Time Warner Cable Information Services (New Hampshire), LLC Time Warner Cable Information Services (New Jersey), LLC Time Warner Cable Information Services (New Mexico), LLC Time Warner Cable Information Services (New York), LLC Time Warner Cable Information Services (North Carolina), LLC Time Warner Cable Information Services (Ohio), LLC Time Warner Cable Information Services (Pennsylvania), LLC Time Warner Cable Information Services (South Carolina), LLC Time Warner Cable Information Services (Tennessee), LLC Time Warner Cable Information Services (Texas), LLC Time Warner Cable Information Services (Virginia), LLC Time Warner Cable Information Services (Washington), LLC Time Warner Cable Information Services (West Virginia), LLC Time Warner Cable Information Services (Wisconsin), LLC Time Warner Cable, LLC TWC Administration LLC TWC Communications, LLC TWC SEE Holdco LLC TWCIS Holdco LLC

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this SectionSection 20) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 20), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 20) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 20) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2620: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing correctly sets forth the agreement among the Partnership and the Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, MAGELLAN MIDSTREAM PARTNERS, L.P. By: Magellan GP, LLC, its General Partner By: /s/ Xxxx Xxxxxx Xxxx Xxxxxx Accepted: XXXXX FARGO SECURITIES, LLC BARCLAYS CAPITAL INC. PNC CAPITAL MARKETS LLC TD SECURITIES (USA) LLC TRUIST SECURITIES, INC. on behalf of themselves and the several Underwriters named on Schedule I hereto XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director PNC CAPITAL MARKETS LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Direction TD SECURITIES (USA) LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director Xxxxx Fargo Securities, LLC $ 48,000,000 Barclays Capital Inc. 48,000,000 PNC Capital Markets LLC 48,000,000 TD Securities (USA) LLC 48,000,000 Truist Securities, Inc. 48,000,000 X.X. Xxxxxx Securities LLC 12,000,000 Mizuho Securities USA LLC 12,000,000 RBC Capital Markets, LLC 12,000,000 SMBC Nikko Securities America, Inc. 12,000,000 U.S. Bancorp Investments, Inc. 12,000,000 Term Sheet, dated December 2, 2020. Magellan Pipeline Company, L.P. Delaware Magellan OLP, L.P. Delaware Magellan Terminals Holdings, L.P. Delaware Magellan Pipeline Terminals, L.P. Delaware Magellan Crude Oil Pipeline Company, L.P. Delaware Issuer: Magellan Midstream Partners, L.P. Expected Ratings (Xxxxx’x/S&P)*: [Intentionally Omitted] Note Type: Senior Unsecured Notes Title of Securities: 3.950% Senior Notes due 2050 Pricing Date: December 2, 2020 Settlement Date (T+10)**: December 16, 2020 Interest Payment Dates: March 1 and September 1, commencing March 1, 2021 Maturity Date: Xxxxx 0, 0000 Xxxxxxxxx Xxxxxx: $300,000,000*** Benchmark Treasury: 1.375% due August 15, 2050 Benchmark Treasury Price/Yield: 92-01+ / 1.718% Spread to Benchmark Treasury: +170 basis points Re-Offer Yield: 3.418% Coupon: 3.950% Public Offering Price: 109.678% of the principal amount, plus an aggregate amount of pre-issuance accrued and unpaid interest thereon of $3,456,250 from September 1, 2020 to, but not including, the settlement date. Optional Redemption Provisions: Make-Whole Call: Prior to September 1, 2049, at a price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed that would be due if the notes matured on September 1, 2049, but for the redemption, (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points; plus, in either case, accrued and unpaid interest, if any, to the date of redemption. Par Call: On or after September 1, 2049, we will pay an amount equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, on the notes redeemed to the redemption date. CUSIP / ISIN: 000000XX0 / US559080AP17 Joint Book-Running Managers: Xxxxx Fargo Securities, LLC Barclays Capital Inc. PNC Capital Markets LLC TD Securities (USA) LLC Truist Securities, Inc. Co-Managers: X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. U.S. Bancorp Investments, Inc. *Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. **It is expected that delivery of the notes will be made to investors on or about December 16, 2020, which will be the 10th business day following the date hereof (such settlement being referred to as “T+10”). Under Rule 15c6-1 under the Securities and Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to the second business day prior to delivery of the notes hereunder may be required, by virtue of the fact that the notes initially settle in T+10, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and such purchasers should consult their own advisors. ***Note: The senior unsecured notes offered hereby constitute an additional issuance of the $500,000,000 aggregate principal amount of senior unsecured notes we originally issued on August 19, 2019, resulting in a new aggregate principal amount of $800,000,000. The series of notes offered hereby will form a single series with those senior unsecured notes issued on August 19, 2019 having the same maturity. The notes will have the same CUSIP number and will trade interchangeably with the previously issued notes of the series upon settlement. The following definitions under “Optional redemption” on page S-18 of the Preliminary Prospectus Supplement dated December 2, 2020 (the “Preliminary Prospectus Supplement”) and each other location where such definitions are used in the Preliminary Prospectus Supplement are amended and restated in their entirety to read as follows:

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 16, (iA) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iiB) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiiC) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivD) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Manager or any Forward Purchaser that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Manager or such Forward Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Manager or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Manager or such Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Manager or such Forward Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2623: (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership, each Manager and each Forward Purchaser, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company, the Operating Partnership, each Manager and each Forward Purchaser. Alternatively, the execution of this Agreement by the Company and the Operating Partnership and its acceptance by or on behalf of each Manager and each Forward Purchaser may be evidenced by an exchange of telegraphic or other written communications. Very truly yours, By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President, General Counsel and Secretary By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President, General Counsel and Secretary By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer ACCEPTED as of the date first above written KeyBanc Capital Markets Inc. KeyBanc Capital Markets Inc. By: /s/ Xxxx Xxxxxxxxxxx By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Managing Director Title: Managing Director BMO Capital Markets Corp. Bank of Montreal By: /s/ Xxxx Xxxx By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxx Xxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director Title: Director, Derivatives Operation By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director, Derivatives Operation BofA Securities, Inc. Bank of America, N.A. By: /s/ Xxxx Xxxxxxxxxx By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director, Head of Title: Managing Director Americas Real Estate Investment Banking Capital One Securities, Inc. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Managing Director Deutsche Bank Securities Inc. Deutsche Bank AG, London Branch By: /s/ Samir Xxx-Xxxxxx By: /s/ Xxxx Xxxxxxx Name: Samir Xxx-Xxxxxx Name: Xxxx Xxxxxxx Title: Director Title: Attorney in Fact By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxx Name: Xxxx Xxxxxxx Name: Xxxx Xxxx Title: Managing Director Title: Managing Director Xxxxxxx Xxxxx & Co. LLC Xxxxxxx Sachs & Co. LLC By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Managing Director Title: Managing Director Xxxxxxxxx LLC Xxxxxxxxx LLC By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director Title: Managing Director X.X. Xxxxxx Securities LLC JPMorgan Chase Bank, National Association, London Branch By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President Title: Vice President Mizuho Securities USA LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director Xxxxxx Xxxxxxx & Co. LLC Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxx Xxxxxxx By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Executive Director Title: Executive Director RBC Capital Markets, LLC Royal Bank of Canada By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxxx Xxxx Name: Xxxx Xxxxxxxxx Name: Xxxxx Xxxx Title: Managing Director Title: Managing Director Regions Securities LLC As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director SunTrust Xxxxxxxx Xxxxxxxx, Inc. By: /s/ Xxxx X. X. Xxxxxxxx XX Name: Xxxx X. X. Xxxxxxxx XX Title: Managing Director TD Securities (USA) LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director Berenberg Capital Markets LLC By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director Guggenheim Securities, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Managing Director Xxxxx Fargo Securities, LLC: By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director [NONE] Schedule A-1

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this SectionSection 21) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 21), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 21) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 21) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2621: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the agreement among the Issuers and the Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, “Partnership” ENERGY TRANSFER OPERATING, L.P. By: Energy Transfer Partners GP, L.P., its general partner By: Energy Transfer Partners, L.L.C., its general partner By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx “Operating Partnership” SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. By: Sunoco Logistics Partners GP LLC, its general partner By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx Accepted: DEUTSCHE BANK SECURITIES INC. XXXXXXX SACHS & CO. LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED RBC CAPITAL MARKETS, LLC SUNTRUST XXXXXXXX XXXXXXXX, INC. For themselves and as the Representatives of the several Underwriters named in Schedule 1 hereto DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director XXXXXXX XXXXX & CO. LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director Deutsche Bank Securities Inc. $ 75,000,000 $ 150,000,000 $ 175,000,000 Xxxxxxx Xxxxx & Co. LLC $ 75,000,000 $ 150,000,000 $ 175,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 75,000,000 $ 150,000,000 $ 175,000,000 RBC Capital Markets, LLC $ 75,000,000 $ 150,000,000 $ 175,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 75,000,000 $ 150,000,000 $ 175,000,000 Barclays Capital Inc. $ 21,965,000 $ 43,929,000 $ 51,250,000 CIBC World Markets Corp. $ 21,965,000 $ 43,929,000 $ 51,250,000 Citigroup Global Markets Inc. $ 21,965,000 $ 43,929,000 $ 51,250,000 Credit Agricole Securities (USA) Inc. $ 21,965,000 $ 43,929,000 $ 51,250,000 X.X. Xxxxxx Securities LLC $ 21,964,000 $ 43,929,000 $ 51,250,000 Mizuho Securities USA LLC $ 21,964,000 $ 43,929,000 $ 51,250,000 MUFG Securities Americas Inc. $ 21,964,000 $ 43,929,000 $ 51,250,000 Natixis Securities Americas LLC $ 21,964,000 $ 43,929,000 $ 51,250,000 PNC Capital Markets LLC $ 21,964,000 $ 43,928,000 $ 51,250,000 Scotia Capital (USA) Inc. $ 21,964,000 $ 43,928,000 $ 51,250,000 SMBC Nikko Securities America, Inc. $ 21,964,000 $ 43,928,000 $ 51,250,000 TD Securities (USA) LLC $ 21,964,000 $ 43,928,000 $ 51,250,000 U.S. Bancorp Investments, Inc. $ 21,964,000 $ 43,928,000 $ 51,250,000 Xxxxx Fargo Securities, LLC $ 21,964,000 $ 43,928,000 $ 51,250,000 BBVA Securities Inc. $ 11,250,000 $ 22,500,000 $ 26,250,000 BMO Capital Markets Corp. $ 11,250,000 $ 22,500,000 $ 26,250,000 Credit Suisse Securities (USA) LLC $ 11,250,000 $ 22,500,000 $ 26,250,000 Fifth Third Securities, Inc. $ 11,250,000 $ 22,500,000 $ 26,250,000 HSBC Securities (USA) Inc. $ 11,250,000 $ 22,500,000 $ 26,250,000 Xxxxxx Xxxxxxx & Co. LLC $ 11,250,000 $ 22,500,000 $ 26,250,000 Total $ 750,000,000 $ 1,500,000,000 $ 1,750,000,000 Issuer: Energy Transfer Operating, L.P. Guarantor: Sunoco Logistics Partners Operations L.P. Ratings (Xxxxx’x / S&P / Fitch)*: Intentionally Omitted Security Type: Senior Unsecured Notes Form: SEC Registered Pricing Date: January 8, 2019 Settlement Date (T+5): January 15, 2019. It is expected that delivery of the notes will be made to investors on or about January 15, 2019, which will be the fifth business day following the date hereof (such settlement being referred to as “T+5”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to two business days before the delivery of the notes hereunder may be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and such purchasers should consult their own advisors. Net Proceeds (before offering expenses): $3,961,992,500 Delivery: DTC (deliverable through Euroclear and Clearstream) Principal Amount: $750,000,000 $1,500,000,000 $1,750,000,000 Maturity Date: April 15, 2024 April 15, 2029 April 15, 2049 Interest Payment Dates: April 15 and October 15, beginning April 15, 2019 April 15 and October 15, beginning April 15, 2019 April 15 and October 15, beginning April 15, 2019 Benchmark Treasury: 2.625% due December 31, 2023 3.125% due November 15, 2028 3.000% due August 15, 2048 Benchmark Treasury Price / Yield: 100-07 / 2.578% 103-13 / 2.728% 99-24+ / 3.012% Spread to Benchmark: +200 bps +255 bps +325 bps Yield to Maturity: 4.578% 5.278% 6.262% Coupon: 4.500% 5.250% 6.250% Public Offering Price: 99.646% of the Principal Amount 99.789% of the Principal Amount 99.850% of the Principal Amount Make-Whole Call: T+30 bps T+40 bps T+50 bps Call at Par: On or after March 15, 2024 On or after January 15, 2029 On or after October 15, 2048 CUSIP / ISIN: 29278N AH6 / US29278NAH61 29278N AG8 / US29278NAG88 29279F AA7 / US29279FAA75 Joint Book-Running Managers: Deutsche Bank Securities Inc. Xxxxxxx Xxxxx & Co. LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Barclays Capital Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc. X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. Natixis Securities Americas LLC PNC Capital Markets LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC Co-Managers: BBVA Securities Inc. BMO Capital Markets Corp. Credit Suisse Securities (USA) LLC Fifth Third Securities, Inc. HSBC Securities (USA) Inc. Xxxxxx Xxxxxxx & Co. LLC * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (Ax) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); , (By) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); , or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from Xxxxx-Xxxxxx of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.is

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Initial Purchaser or the Capital Markets Advisor that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Initial Purchaser or the Capital Markets Advisor of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Initial Purchaser or the Capital Markets Advisor that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Initial Purchaser or the Capital Markets Advisor becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Initial Purchaser or Capital Markets Advisor are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 16, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreementagreement, and any interest and obligation in or under this Agreementagreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreementagreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement agreement were governed by the laws of the United States or a state of the United States. (c) For purposes purpose of this Section 26: [14], (iA) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iiB) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) the term “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivD) the term “U.S. Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing correctly sets forth our understanding, please indicate your acceptance on behalf of the Underwriters in the space provided below for that purpose, whereupon this letter and your acceptance, on behalf of the Underwriters, shall constitute a binding agreement between [NEE][, NEE Capital] and the Underwriters. Very truly yours, NextEra Energy, Inc. By: Name: Title: [2NextEra Energy Capital Holdings, Inc. By: Name: Title:] Accepted and delivered as of the date first above written by the Representatives on behalf of the Underwriters: By: Name: Title: Issuer: Designation: Registration Format: Number of Shares: Designation: Dividend Rate: Price to Public: Trade Date: Settlement Date: Redemption: CUSIP/ ISIN Number: [Other Terms] Expected Credit Ratings:* Underwriters: ___________ *A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization. The terms “___________” and “__________” have the meanings ascribed to those terms in the Issuer’s Preliminary Prospectus Supplement, dated ___________. The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling __________ toll-free at __________ or __________ toll-free at __________. Total

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 18, (iA) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iiB) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) the term “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivD) the term “U.S. U.S Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us the enclosed duplicate hereof and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, CENTERPOINT ENERGY, INC. By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Accepted as of the date hereof: BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx XxxXxxxxx Name: Xxxxxxx XxxXxxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Managing Director For Themselves and as Representatives of the Underwriters Listed on Schedule I Barclays Capital Inc. $ 128,000,000 Citigroup Global Markets Inc. 128,000,000 Xxxxxx Xxxxxxx & Co. LLC 128,000,000 X.X. Xxxx & Associates, Inc. 16,000,000 Total: $ 400,000,000 Issuer: CenterPoint Energy, Inc. (the “Issuer”) Legal Format: SEC Registered Anticipated Ratings*: Intentionally omitted in exhibit format Security: 5.25% Senior Notes due 2026 Principal Amount: $400,000,000 Maturity Date: August 10, 2026 Interest Payment Dates: February 10 and August 10 of each year, commencing February 10, 2024 Coupon: 5.25% Benchmark Treasury: 4.500% due July 15, 2026 Benchmark Treasury Yield: 4.417% Spread to Benchmark Treasury: +90 basis points Re-offer Yield: 5.317% Price to Public: 99.816% of the principal amount Optional Redemption: Greater of: (1)(a) make-whole at treasury rate[1] plus 15 basis points, less (b) interest accrued to the date of redemption and (2) 100%, plus, in either case, accrued and unpaid interest. CUSIP/ISIN: 15189T BF3 / US15189TBF30 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Trade Date: August 8, 2023 Expected Settlement Date: August 10, 2023 (T+2) Joint Book-Running Managers: Barclays Capital Inc. Citigroup Global Markets Inc. Xxxxxx Xxxxxxx & Co. LLC Co-Manager: X.X. Xxxx & Associates, Inc. [1] The term “treasury rate” shall have the meaning ascribed to it in the Issuer’s Preliminary Prospectus Supplement, dated August 8, 2023. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Capitalized terms used and not defined herein have the meanings assigned in the Issuer’s Preliminary Prospectus Supplement, dated August 8, 2023. The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at (000) 000-0000, Citigroup Global Markets Inc. toll-free at (000) 000-0000 or Xxxxxx Xxxxxxx & Co. LLC toll-free at (000) 000-0000. 1) Preliminary Prospectus dated August 8, 2023 2) Pricing Term Sheet attached as Schedule II hereto 1) Pricing Term Sheet attached as Schedule II hereto

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreementagreement, and any interest and obligation in or under this Agreementagreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreementagreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement agreement were governed by the laws of the United States or a state of the United States. (c) For purposes purpose of this Section 26: [14], (iA) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iiB) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) the term “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivD) the term “U.S. Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing correctly sets forth our understanding, please indicate your acceptance on behalf of the Underwriters in the space provided below for that purpose, whereupon this letter and your acceptance, on behalf of the Underwriters, shall constitute a binding agreement between [NEE][, NEE Capital] and the Underwriters. Very truly yours, NextEra Energy, Inc. By: Name: Title: [2NextEra Energy Capital Holdings, Inc. By: Name: Title:] Accepted and delivered as of the date first above written by the Representatives on behalf of the Underwriters: By: Name: Title: Issuer: Designation: Registration Format: Number of Shares: Designation: Dividend Rate: Price to Public: Trade Date: Settlement Date: Redemption: CUSIP/ ISIN Number: [Other Terms:] Expected Credit Ratings:* Underwriters: * A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization. The terms “___________” and “__________” have the meanings ascribed to each such term in the Issuer’s Preliminary Prospectus Supplement, dated ___________. The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling __________ toll-free at __________ or __________ toll-free at __________. Total

Recognition of the U.S. Special Resolution Regimes. (a) In the event that XxxxxCxxxx-Xxxxxx is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from XxxxxCxxxx-Xxxxxx of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that XxxxxCxxxx-Xxxxxx is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of XxxxxCxxxx-Xxxxxx becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against XxxxxCxxxx-Xxxxxx are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) a. In the event that Xxxxx-Xxxxxx Agent is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from Xxxxx-Xxxxxx Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) b. In the event that Xxxxx-Xxxxxx Agent is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) c. For purposes of this Section 26: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.covered

Recognition of the U.S. Special Resolution Regimes. (a) a. In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this SectionSection 12(c) and below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 12(c) below), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) b. In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 12(c) below) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 12(c) below) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) c. For purposes of this Section 2612: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx Cowen is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx Cowen of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx Cowen is a Covered Entity and Cowen or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx Cowen becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx Cowen are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 21; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For the purposes of this Section 2622: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. (Remainder of page intentionally left blank.) If the foregoing correctly sets forth the agreement among the Partnership Parties and the Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, BOARDWALK GP, LLC By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx Senior Vice President – Chief Financial Officer BOARDWALK GP, LP By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx Senior Vice President – Chief Financial Officer BOARDWALK PIPELINE PARTNERS, LP By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx Senior Vice President – Chief Financial Officer BOARDWALK OPERATING GP, LLC By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx Senior Vice President – Chief Financial Officer BOARDWALK PIPELINES, LP By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx Senior Vice President – Chief Financial Officer Accepted: BARCLAYS CAPITAL INC. X.X. XXXXXX SECURITIES LLC MUFG SECURITIES AMERICAS INC. TRUIST SECURITIES, INC. For themselves and as Representatives of the several Underwriters named in Schedule 1 hereto BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Authorized Signatory Barclays Capital Inc. $ 84,000,000 X.X. Xxxxxx Securities LLC 84,000,000 MUFG Securities Americas Inc. 66,000,000 Truist Securities, Inc. 66,000,000 Citigroup Global Markets Inc. 54,000,000 Regions Securities LLC 54,000,000 TD Securities (USA) LLC 54,000,000 Xxxxx Fargo Securities, LLC 54,000,000 BofA Securities, Inc. 42,000,000 Xxxxxxx Xxxxx & Co. LLC 42,000,000 Total $ 600,000,000 Boardwalk GP, LLC Delaware Kentucky, Texas Boardwalk GP, LP Delaware Kentucky, Texas Boardwalk Resources Company, LLC Delaware Texas Boardwalk Field Services, LLC Delaware Louisiana, Texas Boardwalk Louisiana Gas Transmission, LLC Delaware Louisiana, Texas Boardwalk Louisiana Midstream, LLC Delaware Louisiana, Texas Boardwalk Midstream, LLC Delaware Texas Boardwalk Operating GP, LLC Delaware Texas Boardwalk Pipelines, LP Delaware Kentucky, Texas Boardwalk Pipeline Partners, LP Delaware Alabama, Arkansas, Kentucky, Texas Boardwalk Storage Company, LLC Delaware Louisiana, Texas Boardwalk Texas Intrastate, LLC Delaware Texas Gulf South Pipeline Company, LLC Delaware Alabama, Florida, Kentucky, Louisiana, Mississippi, Oklahoma, Texas Boardwalk Petrochemical Pipeline, LLC Delaware Texas Texas Gas Transmission, LLC Delaware Arkansas, Illinois, Indiana, Kentucky, Louisiana, Mississippi, Ohio, Tennessee, Texas Boardwalk Ethane Pipeline Holdco, LLC Delaware Louisiana, Oklahoma, Texas Boardwalk Purity Pipelines Company, LLC Delaware Texas Boardwalk Ethane Pipeline Company, LLC Delaware Louisiana, Texas Boardwalk Bayou Ethane Pipeline, LLC Delaware Louisiana and Texas Boardwalk Gulf Coast Transportation Company, LLC Delaware Louisiana, Oklahoma, Texas Boardwalk NGL Marketing Company, LLC Delaware Louisiana, Oklahoma, Texas Issuer: Boardwalk Pipelines, LP Fully and unconditionally guaranteed by: Boardwalk Pipeline Partners, LP Ratings* (Moody’s / S&P / Fitch): Baa2 / BBB- / BBB Note type: Senior Unsecured Notes Pricing date: February 8, 2024 Settlement date**: February 15, 2024 (T+5) Maturity date: August 1, 2034 Principal amount: $600,000,000 Benchmark Treasury: 4.500% due November 15, 2033 Benchmark Treasury price / yield: 102-21+ / 4.163% Re-offer spread: + 148bps Re-offer yield to maturity: 5.643% Coupon: 5.625% Public offering price: 99.862% of the principal amount Net proceeds: Approximately $593,772,000, after deducting the underwriting discount and estimated offering expenses. Optional redemption: In whole or in part, at any time and from time to time prior to May 1, 2034 (the “Par Call Date”), at a redemption price equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes mature on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the redemption date. Interest payment dates: February 1 and August 1, beginning August 1, 2024 CUSIP / ISIN: 096630 AK4 / US096630AK44 Joint book-running managers: Barclays Capital Inc. X.X. Xxxxxx Securities LLC MUFG Securities Americas Inc. Truist Securities, Inc. Citigroup Global Markets Inc. Regions Securities LLC TD Securities (USA) LLC Xxxxx Fargo Securities, LLC Co-managers: BofA Securities, Inc. Xxxxxxx Xxxxx & Co. LLC * Note: A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time. ** We expect delivery of the notes will be made against payment therefor on or about February 15, 2024, which is the fifth business day following the date of pricing of the notes (such settlement being referred to as “T+5”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the second trading day prior to the closing of this offering will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisers. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. at 000 000 0000 or X.X. Xxxxxx Securities LLC (collect) at 000 000 0000 or MUFG Securities Americas Inc. at 000 000 0000 or Truist Securities, Inc. at 000 000 0000. Final Term Sheet filed by the Operating Partnership and the Partnership with the Commission on February 8, 2024.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter, the Forward Purchaser or the Forward Seller that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Underwriter, the Forward Purchaser or the Forward Seller of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter, the Forward Purchaser or the Forward Seller is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Underwriter, the Forward Purchaser or the Forward Seller becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter, the Forward Purchaser or the Forward Seller are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2617: (iA) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); 1841(k); (iiB) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); 382.2(b); (iiiC) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; applicable; and (ivD) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 11, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.and

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined below) or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2621, the following terms shall have the following meanings: (iw) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iix) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiy) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivz) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with its terms. Very truly yours, SUNSTONE HOTEL INVESTORS, INC. By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Financial Officer SUNSTONE HOTEL PARTNERSHIP, LLC By: SUNSTONE HOTEL INVESTORS, INC., its Managing Member By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Financial Officer XXXXX FARGO SECURITIES, LLC By: XXXXX FARGO SECURITIES, LLC By /s/ Xxxxxxx Xxxxxx Authorized Signatory J X. XXXXXX SECURITIES LLC By: J X. XXXXXX SECURITIES LLC By /s/ Xxxxxx Xxxxxxxxx Authorized Signatory XXXXXXX XXXXX & ASSOCIATES, INC. By: XXXXXXX XXXXX & ASSOCIATES, INC. By /s/ Xxxx Xxxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of Securities XXXXX FARGO SECURITIES, LLC 1,600,000 X.X. XXXXXX SECURITIES LLC 840,000 XXXXXXX XXXXX & ASSOCIATES, INC. 760,000 PNC CAPITAL MARKETS LLC 320,000 U.S. BANCORP INVESTMENTS, INC. 320,000 XXXXXX X. XXXXX & CO. INCORPORATED 160,000 Total Number of Securities 4,000,000 Final Pricing Terms dated July 13, 2021 Relating to Preliminary Prospectus Supplement dated July 13, 2021. Issuer: Sunstone Hotel Investors, Inc. Title of Shares: 5.70% Series I Cumulative Redeemable Preferred Stock (the “Series I Preferred Shares”) Number of Shares: 4,000,000 shares Over-allotment Option: None Maturity: Perpetual (unless redeemed by the Issuer pursuant to its optional redemption right on or after July 16, 2026), or its special optional redemption right, or converted by an investor in connection with certain changes of control). Trade Date: July 13, 2021 Settlement Date: July 16, 2021 (T+3) Dividend Rate: 5.70% per annum of the $25.00 liquidation preference (equivalent to $1.4250 per annum per share) Dividend Payment Dates: January 15, April 15, July 15 and October 15, commencing October 15, 2021

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (Ax) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); , (By) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); , or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, CHARTER COMMUNICATIONS OPERATING, LLC, as an Issuer By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Executive Vice President, Corporate Finance & Development CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., as an Issuer By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Executive Vice President, Corporate Finance & Development CCO HOLDINGS, LLC, as a Guarantor By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Executive Vice President, Corporate Finance & Development THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE II HERETO, as Guarantors By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Executive Vice President, Corporate Finance & Development Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. CITIGROUP GLOBAL MARKETS INC. By: /s/Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Cxxxx Xxxxxx Name: Cxxxx Xxxxxx Title: Managing Director Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. DEUTSCHE BANK SECURITIES INC. By: /s/ Rxxx Xxxxxx Name: Rxxx Xxxxxx Title: Managing Director Deutsche Bank Securities Inc. By: /s/ Jxxx X. XxXxxx Name: Jxxx X. XxXxxx Title: Managing Director Deutsche Bank Securities Inc. Citigroup Global Markets Inc. $150,000,000 Credit Suisse Securities (USA) LLC $150,000,000 Deutsche Bank Securities Inc. $150,000,000 BofA Securities, Inc. $78,750,000 Gxxxxxx Sachs & Co. LLC $78,750,000 J.X. Xxxxxx Securities LLC $78,750,000 Mizuho Securities USA LLC $78,750,000 MUFG Securities Americas Inc. $78,750,000 RBC Capital Markets, LLC $78,750,000 TD Securities (USA) LLC $78,750,000 Wxxxx Fargo Securities, LLC $78,750,000 Mxxxxx Sxxxxxx & Co. LLC $60,000,000 Barclays Capital Inc. $45,000,000 BNP Paribas Securities Corp. $45,000,000 Scotia Capital (USA) Inc. $45,000,000 SMBC Nikko Securities America, Inc. $45,000,000 SunTrust Rxxxxxxx Xxxxxxxx, Inc. $45,000,000 Credit Agricole Securities (USA) Inc. $30,000,000 U.S. Bancorp Investments, Inc. $30,000,000 Academy Securities, Inc. $15,000,000 Cxxxxxx Capital Markets, LLC $15,000,000 LionTree Advisors LLC $15,000,000 MFR Securities, Inc. $15,000,000 The Wxxxxxxx Capital Group, L.P. $15,000,000 Bresnan Broadband Holdings, LLC Bresnan Broadband of Colorado, LLC Bresnan Broadband of Montana, LLC Bresnan Broadband of Utah, LLC Bresnan Broadband of Wyoming, LLC Bresnan Digital Services, LLC Bresnan Microwave of Montana, LLC Bright House Networks Information Services (Alabama), LLC Bright House Networks Information Services (California), LLC Bright House Networks Information Services (Florida), LLC Bright House Networks Information Services (Indiana), LLC Bright House Networks Information Services (Michigan), LLC Bright House Networks, LLC CC Fiberlink, LLC CC Systems, LLC CC VI Fiberlink, LLC CC VII Fiberlink, LLC CCO Fiberlink, LLC CCO NR Holdings, LLC CCO Transfers, LLC Charter Advanced Services (MN), LLC Charter Advanced Services (MO), LLC Charter Advanced Services VIII (MN), LLC Charter Communications Entertainment I, LLC Charter Communications VI, L.L.C. Charter Communications VII, LLC Charter Communications, LLC Charter Distribution, LLC Charter Fiberlink – Alabama, LLC Charter Fiberlink – Georgia, LLC Charter Fiberlink – Illinois, LLC Charter Fiberlink – Maryland II, LLC Charter Fiberlink – Michigan, LLC Charter Fiberlink – Missouri, LLC Charter Fiberlink – Nebraska, LLC Charter Fiberlink – Tennessee, LLC Charter Fiberlink CA-CCO, LLC Charter Fiberlink CC VIII, LLC Charter Fiberlink CCO, LLC Charter Fiberlink CT-CCO, LLC Charter Fiberlink LA-CCO, LLC Charter Fiberlink MA-CCO, LLC Charter Fiberlink MS-CCVI, LLC Charter Fiberlink NC-CCO, LLC Charter Fiberlink NH-CCO, LLC Charter Fiberlink NV-CCVII, LLC Charter Fiberlink NY-CCO, LLC Charter Fiberlink OR-CCVII, LLC Charter Fiberlink SC-CCO, LLC Charter Fiberlink TX-CCO, LLC Charter Fiberlink VA-CCO, LLC Charter Fiberlink VT-CCO, LLC Charter Fiberlink WA-CCVII, LLC Charter Helicon, LLC Charter Leasing Holding Company, LLC Charter Procurement Leasing, LLC DukeNet Communications, LLC Falcon Cable Communications, LLC Helicon Partners I, L.X. Xxxxxx Cable Associates, L.L.C. Spectrum Advanced Services, LLC Spectrum Gulf Coast, LLC Spectrum Mid-America, LLC Spectrum Mobile, LLC Spectrum Mobile Equipment, LLC Spectrum New York Metro, LLC Spectrum NLP, LLC Spectrum Northeast, LLC Spectrum Oceanic, LLC Spectrum Originals, LLC Spectrum Originals Development, LLC Spectrum Pacific West, LLC Spectrum Reach, LLC Spectrum RSN, LLC Spectrum Security, LLC Spectrum Southeast, LLC Spectrum TV Essentials, LLC Spectrum Wireless Holdings, LLC TC Technology LLC The Helicon Group, L.P. Time Warner Cable Business LLC Time Warner Cable Enterprises LLC Time Warner Cable Information Services (Alabama), LLC Time Warner Cable Information Services (Arizona), LLC Time Warner Cable Information Services (California), LLC Time Warner Cable Information Services (Colorado), LLC Time Warner Cable Information Services (Hawaii), LLC Time Warner Cable Information Services (Idaho), LLC Time Warner Cable Information Services (Illinois), LLC Time Warner Cable Information Services (Indiana), LLC Time Warner Cable Information Services (Kansas), LLC Time Warner Cable Information Services (Kentucky), LLC Time Warner Cable Information Services (Maine), LLC Time Warner Cable Information Services (Massachusetts), LLC Time Warner Cable Information Services (Michigan), LLC Time Warner Cable Information Services (Missouri), LLC Time Warner Cable Information Services (Nebraska), LLC Time Warner Cable Information Services (New Hampshire), LLC Time Warner Cable Information Services (New Jersey), LLC Time Warner Cable Information Services (New Mexico), LLC Time Warner Cable Information Services (New York), LLC Time Warner Cable Information Services (North Carolina), LLC Time Warner Cable Information Services (Ohio), LLC Time Warner Cable Information Services (Pennsylvania), LLC Time Warner Cable Information Services (South Carolina), LLC Time Warner Cable Information Services (Tennessee), LLC Time Warner Cable Information Services (Texas), LLC Time Warner Cable Information Services (Virginia), LLC Time Warner Cable Information Services (Washington), LLC Time Warner Cable Information Services (West Virginia), LLC Time Warner Cable Information Services (Wisconsin), LLC Time Warner Cable, LLC TWC Administration LLC TWC Communications, LLC TWC Media Blocker LLC TWC SEE Holdco LLC TWC/Charter Los Angeles Cable Advertising, LLC TWCIS Holdco LLC

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For the purposes of this Section 2622: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the agreement among the Partnership Parties and the Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, BOARDWALK GP, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President, Chief Financial and Administrative Officer, Treasurer and Director BOARDWALK GP, LP By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President, Chief Financial and Administrative Officer, Treasurer and Director BOARDWALK PIPELINE PARTNERS, LP By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President, Chief Financial and Administrative Officer, Treasurer and Director BOARDWALK OPERATING GP, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President, Chief Financial and Administrative Officer, Treasurer and Director BOARDWALK PIPELINES, LP By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President, Chief Financial and Administrative Officer, Treasurer and Director Accepted: BARCLAYS CAPITAL INC. X.X. XXXXXX SECURITIES LLC MIZUHO SECURITIES USA LLC MUFG SECURITIES AMERICAS INC. For themselves and as Representatives of the several Underwriters named in Schedule 1 hereto BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director MIZUHO SECURITIES USA LLC By: /s/ W. Xxxxx Xxxxxxxx Name: W. Xxxxx Xxxxxxxx Title: Managing Director MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director Barclays Capital Inc. $ 75,000,000 X.X. Xxxxxx Securities LLC 50,000,000 Mizuho Securities USA LLC 50,000,000 MUFG Securities Americas Inc. 50,000,000 Xxxxx Fargo Securities, LLC 35,000,000 BMO Capital Markets Corp. 30,000,000 Citigroup Global Markets Inc. 30,000,000 Regions Securities LLC 30,000,000 TD Securities (USA) LLC 30,000,000 Truist Securities, Inc. 30,000,000 U.S. Bancorp Investments, Inc. 30,000,000 BofA Securities, Inc. 15,000,000 Xxxxxxx Sachs & Co. LLC 15,000,000 Xxxxxx Xxxxxxx & Co. LLC 15,000,000 RBC Capital Markets, LLC 15,000,000 Total $ 500,000,000 Boardwalk GP, LLC Delaware Kentucky, Texas Boardwalk GP, LP Delaware Kentucky, Texas Boardwalk Resources Company, LLC Delaware Texas Boardwalk Field Services, LLC Delaware Louisiana, Texas Boardwalk Louisiana Midstream, LLC Delaware Louisiana, Texas Boardwalk Midstream, LLC Delaware Texas Boardwalk Operating GP, LLC Delaware None Boardwalk Pipelines, LP Delaware Kentucky Boardwalk Pipeline Partners, LP Delaware Texas, Kentucky, Alabama Boardwalk Storage Company, LLC Delaware Louisiana, Texas Boardwalk Texas Intrastate, LLC Delaware Texas Gulf South Pipeline Company, LLC Delaware Alabama, Florida, Kentucky, Louisiana, Mississippi, Oklahoma, Texas Boardwalk Petrochemical Pipeline, LLC Delaware Louisiana, Texas Texas Gas Transmission, LLC Delaware Arkansas, Illinois, Indiana, Kentucky, Louisiana, Mississippi, Ohio, Tennessee, Texas Issuer: Boardwalk Pipelines, LP Fully and unconditionally guaranteed by: Boardwalk Pipeline Partners, LP Ratings* (Xxxxx’x / S&P / Fitch): Baa3 / BBB- / BBB- Note type: Senior Unsecured Notes Pricing date: Xxxxxx 0, 0000 Xxxxxxxxxx date**: August 11, 2020 (T+5) Maturity date: February 15, 2031 Principal amount: $500,000,000 Benchmark Treasury: 0.625% due May 15, 2030 Benchmark Treasury price / yield: 101-02 / 0.513% Re-offer spread: + 290 bps Re-offer yield to maturity: 3.413% Coupon: 3.400% Public offering price: 99.886% of the principal amount Net proceeds: Approximately $495,080,000, after deducting the underwriting discount and estimated offering expenses. Optional redemption: Prior to November 15, 2030 at a price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed that would have been due if such notes matured on November 15, 2030 (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points; plus, accrued and unpaid interest, if any, to the date of redemption. On or after November 15, 2030 we will pay an amount equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, on the notes redeemed to the redemption date. Interest payment dates: February 15 and August 15, beginning February 15, 2021 CUSIP / ISIN: 096630 AH1 / US096630AH15 Joint book-running managers: Barclays Capital Inc. X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. BMO Capital Markets Corp. Citigroup Global Markets Inc. Regions Securities LLC TD Securities (USA) LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC Co-managers: BofA Securities, Inc. Xxxxxxx Xxxxx & Co. LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC * Note: A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time. ** We expect delivery of the notes will be made against payment therefor on or about August 11, 2020, which is the fifth business day following the date of pricing of the notes (such settlement being referred to as “T+5”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the second trading day prior to the closing of this offering will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisers. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. at 000 000 0000 or X.X. Xxxxxx Securities LLC at 000 000 0000 or Mizuho Securities USA LLC at 866 271 7403 or MUFG Securities Americas Inc. at 000 000 0000. Final Term Sheet filed by the Operating Partnership and the Partnership with the Commission on August 4, 2020.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx the Manager is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from Xxxxx-Xxxxxx the Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx the Manager is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx the Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx the Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2619: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Very truly yours, CXXXX & COMPANY INC. By: /s/ Jxxxxx X. Xxxxxx, Xx. Name: Jxxxxx X. Xxxxxx, Xx. Title: Executive Vice President, Chief Financial Officer and Treasurer NORTHLAND CAPITAL MARKETS By: /s/ Jxxx Xxxxxxxx Name: Jxxx Xxxxxxxx Title: Head of Investment Banking None. Set forth below are guidelines for use by the Company and the Manager in connection with the Manager’s continuous due diligence efforts in connection with the sale and distribution of the Shares pursuant to the Agreement. For the avoidance of doubt, the Company has agreed that no sales under the Agreement will be requested or made at any time the Company is, or could be deemed to be, in possession of material non-public information with respect to the Company.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For the purposes of this Section 2622: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Remainder of page intentionally left blank.] If the foregoing correctly sets forth the agreement among the Partnership Parties and the Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, BOARDWALK GP, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President, Chief Financial and Administrative Officer, Treasurer and Director BOARDWALK GP, LP By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President, Chief Financial and Administrative Officer, Treasurer and Director BOARDWALK PIPELINE PARTNERS, LP By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President, Chief Financial and Administrative Officer, Treasurer and Director BOARDWALK OPERATING GP, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President, Chief Financial and Administrative Officer, Treasurer and Director BOARDWALK PIPELINES, LP By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President, Chief Financial and Administrative Officer, Treasurer and Director Accepted: X.X. XXXXXX SECURITIES LLC BARCLAYS CAPITAL INC. MUFG SECURITIES AMERICAS INC. For themselves and as Representatives of the several Underwriters named in Schedule 1 hereto X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director BARCLAYS CAPITAL INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director X.X. Xxxxxx Securities LLC $ 125,000,000 Barclays Capital Inc. $ 60,000,000 MUFG Securities Americas Inc. $ 60,000,000 BB&T Capital Markets, a division of BB&T Securities, LLC $ 27,500,000 Citigroup Global Markets Inc. $ 27,500,000 HSBC Securities (USA) Inc. $ 27,500,000 Mizuho Securities USA LLC $ 27,500,000 U.S. Bancorp Investments, Inc. $ 27,500,000 Xxxxx Fargo Securities, LLC $ 27,500,000 BMO Capital Markets Corp. $ 17,500,000 Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated $ 17,500,000 TD Securities (USA) LLC $ 17,500,000 Regions Securities LLC $ 17,500,000 Xxxxxxx Sachs & Co. LLC $ 10,000,000 Xxxxxx Xxxxxxx & Co. LLC $ 10,000,000 Total $ 500,000,000 Boardwalk GP, LLC Delaware Kentucky, Texas Boardwalk GP, LP Delaware Kentucky, Texas Boardwalk Resources Company, LLC Delaware Texas Boardwalk Field Services, LLC Delaware Louisiana, Texas Boardwalk Louisiana Midstream, LLC Delaware Louisiana, Texas Boardwalk Midstream, LLC Delaware Texas Boardwalk Operating GP, LLC Delaware None Boardwalk Pipelines, LP Delaware Kentucky Boardwalk Pipeline Partners, LP Delaware Texas, Kentucky, Alabama Boardwalk Storage Company, LLC Delaware Louisiana, Texas Gulf Crossing Pipeline Company LLC Delaware Alabama, Kentucky, Louisiana, Mississippi, Oklahoma, Texas GS Pipeline Company, LLC Delaware Alabama, Florida, Louisiana, Mississippi, Texas Boardwalk Texas Intrastate, LLC Delaware Texas Gulf South Pipeline Company, LP Delaware Alabama, Florida, Louisiana, Mississippi, Texas Boardwalk Petrochemical Pipeline, LLC Delaware Louisiana, Texas Texas Gas Transmission, LLC Delaware Arkansas, Illinois, Indiana, Kentucky, Louisiana, Mississippi, Ohio, Tennessee, Texas Issuer: Boardwalk Pipelines, LP Fully and unconditionally guaranteed by: Boardwalk Pipeline Partners, LP Ratings* (Xxxxx’x / S&P / Fitch): Baa3 /BBB- /BBB- Note type: Senior Unsecured Notes Pricing date: April 30, 2019 Settlement date**: May 3, 2019 (T+3) Maturity date: May 3, 2029 Principal amount: $500,000,000 Benchmark Treasury: 2.625% due February 15, 2029 Benchmark Treasury price / yield: 100-31+ / 2.511% Re-offer spread: + 230 bps Re-offer yield to maturity: 4.811% Coupon: 4.80% Public offering price: 99.913% of the Principal amount Net proceeds: Approximately $495.2 million, after deducting the underwriting discount and estimated offering expenses. Optional redemption: Prior to February 3, 2029 at a price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed that would have been due if such notes matured on February 3, 2029 (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 35 basis points; plus, accrued and unpaid interest, if any, to the date of redemption. On or after February 3, 2029 we will pay an amount equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, on the notes redeemed to the redemption date. Interest payment dates: May 3 and November 3, beginning November 3, 2019 CUSIP / ISIN: 000000XX0 / US096630AG32 Joint book-running managers: Barclays Capital Inc. X.X. Xxxxxx Securities LLC MUFG Securities Americas Inc. BB&T Capital Markets, a division of BB&T Securities, LLC Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC Co-managers: BMO Capital Markets Corp. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated TD Securities (USA) LLC Regions Securities LLC Xxxxxxx Sachs & Co. LLC Xxxxxx Xxxxxxx & Co. LLC * Note: A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time. ** We expect delivery of the notes will be made against payment therefor on or about May 3, 2019, which is the third business day following the date of pricing of the notes (such settlement being referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the second trading day prior to the closing of this offering will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisers. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling X.X. Xxxxxx Securities LLC at 000 000 0000, Barclays Capital Inc. at 000 000 0000 or MUFG Securities Americas Inc. at 000 000 0000. Final Term Sheet filed by the Operating Partnership and the Partnership with the Commission on April 30, 2019.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes purpose of this Section 26: 22(i), (iA) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iiB) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) the term “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivD) the term “U.S. U.S Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the several Underwriters in accordance with its terms. Yours very truly, LOUISVILLE GAS AND ELECTRIC COMPANY By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Authorized Signatory [Signature Page to Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX & CO. LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Acting severally on behalf of themselves and as Representatives of the several Underwriter named in Section 3 hereof. [Signature Page to Underwriting Agreement] 1. Final Terms and Conditions, dated March 9, 2023, for $400,000,000 aggregate principal amount of 5.450% First Mortgage Bonds due 2033 filed with the Commission by the Company pursuant to Rule 433 under the Securities Act, a form of which is included herein as Xxxxx X. 1. The third paragraph under the caption “Underwriting (Conflicts of Interest)” in the Prospectus related to the initial public offering price and selling concessions; 2. The second and third sentences of the fourth paragraph under the caption “Underwriting (Conflicts of Interest)” in the Prospectus related to the market making; 3. The fifth, sixth and seventh paragraphs under the caption “Underwriting (Conflicts of Interest)” in the Prospectus related to short sales, stabilizing transactions and short covering transactions; and 4. The eleventh and twelfth paragraphs under the caption “Underwriting (Conflicts of Interest)” in the Prospectus related to activities of the Underwriters.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this SectionSection 12(c) and below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 12(c) below), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 12(c) below) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 12(c) below) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2612: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.term

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Initial Purchaser that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Initial Purchaser that is a Covered Entity or a BHC Act Affiliate (each, as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Initial Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Initial Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 19, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, XXXXXX HEALTHCARE, INC. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written. BofA Securities, Inc. Acting on behalf of itself and as the Representative of the several Initial Purchasers By: BofA Securities, Inc. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Initial Purchasers Aggregate Principal Amount of Notes to be Purchased BofA Securities, Inc. 162,500,000 Truist Securities, Inc. 94,250,000 Barclays Capital Inc. 68,250,000 Deutsche Bank Securities Inc. 68,250,000 X.X. Xxxxxx Securities LLC 68,250,000 MUFG Securities Americas Inc. 68,250,000 Xxxxx Fargo Securities, LLC 68,250,000 Citizens Capital Markets, Inc. 13,000,000 Fifth Third Securities, Inc. 13,000,000 Huntington Securities, Inc. 13,000,000 U.S. Bancorp Investments, Inc. 13,000,000 Total $ 650,000,000 Supplement Dated November 2, 2020 to Preliminary Offering Memorandum Dated November 2, 2020

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx the Manager is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from Xxxxx-Xxxxxx the Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx the Manager is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx the Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx the Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2619: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Very truly yours, XXXXX & COMPANY INC. By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Executive Vice President, Chief Financial Officer and Treasurer NORTHLAND CAPITAL MARKETS By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Head of Investment Banking None. Set forth below are guidelines for use by the Company and the Manager in connection with the Manager’s continuous due diligence efforts in connection with the sale and distribution of the Shares pursuant to the Agreement. For the avoidance of doubt, the Company has agreed that no sales under the Agreement will be requested or made at any time the Company is, or could be deemed to be, in possession of material non-public information with respect to the Company.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 18, (iA) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iiB) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) the term “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivD) the term “U.S. U.S Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing is in accordance with your understanding, please sign and return to us the enclosed duplicate hereof and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. Sincerely, CENTERPOINT ENERGY, INC. By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Accepted as of the date hereof: BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director For Themselves and as Representatives of the Underwriters Listed on Schedule I Barclays Capital Inc. 4,877,097 Citigroup Global Markets Inc. 4,877,097 1) Preliminary Prospectus dated August 7, 2024 2) Pricing Information: Offering: 9,754,194 shares of Common Stock, par value $0.01 per share Initial Public Offering Price: $25.63 1) None

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx the Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx the Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx the Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For the purposes of this Section 2613: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx TX Xxxxx is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx TX Xxxxx of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx TX Xxxxx is a Covered Entity and TX Xxxxx or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx TX Xxxxx becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx TX Xxxxx are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the understanding between the Company and TX Xxxxx, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and TX Xxxxx. Very truly yours, TD SECURITIES (USA) LLC By: /s/Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Managing Director ACCEPTED as of the date first-above written: ELEVATION ONCOLOGY, INC. By: /s/ Jxxxxx X. Fxxxxx, Xx. Name: Jxxxxx X. Xxxxx, Xx. Title: President and Chief Executive Officer From: [ ] Cc: [ ] To: [ ] Subject: TX Xxxxx At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Elevation Oncology, Inc., a Delaware corporation (the “Company”), and TD Securities (USA) LLC (“TX Xxxxx”) dated May 2, 2024 (the “Agreement”), I hereby request on behalf of the Company that TX Xxxxx sell up to [ ] shares of the Company’s common stock, par value $0.0001 per share, at a minimum market price of $_______ per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. Jxxxxx Xxxxx President and Chief Executive Officer Txxxx Xxxxxxx Chief Financial Officer Mxxxxxx X. Xxxxxx Managing Director Wxxxxxx Xxxxxx Managing Director Axxxxxx Xxxxxxx Director Rxxx Xxxxxx Analyst TX Xxxxx shall be paid compensation of up to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of this Agreement.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Manager or any Forward Purchaser that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Manager or such Forward Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Manager or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Manager or such Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Manager or such Forward Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) . For purposes of this Section 26: (i) 19, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx XX Xxxxx is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx XX Xxxxx of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx XX Xxxxx is a Covered Entity and XX Xxxxx or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx XX Xxxxx becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx XX Xxxxx are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.a

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined below) or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2617, the following terms shall have the following meaning: (i2) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iix) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiy) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivz) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing correctly sets forth the understanding between the Company and the several Underwriters, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a valid and legally binding agreement between the Company and the several Underwriters. Very truly yours, ALSP ORCHID ACQUISITION CORPORATION I By: /s/ Thong Q. Le Name: Thong Q. Le Title: Chief Executive Officer Accepted and agreed to as of the date first above written XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx XxXxxxxxxx Name: Xxxxx XxXxxxxxxx Title: Managing Director NOMURA SECURITIES INTERNATIONAL, INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director On behalf of themselves and as representatives of the several Underwriters Xxxxxx, Xxxxxxxx & Company, Incorporated 9,750,000 Nomura Securities International, Inc. 5,250,000 Total 15,000,000 ALSP Orchid Acquisition Corporation I priced 15,000,000 units at $10.00 per unit plus an additional 2,250,000 units if the underwriters exercise their over-allotment option in full. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to this offering may be obtained from Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 and from Nomura Securities International, Inc. at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The certificate of the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company shall be to the effect that the signers of such certificate have carefully examined the Registration Statement, each preliminary prospectus, the Prospectus and any amendment or supplement thereto, and this Agreement and that:

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (Ax) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); , (By) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); , or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, CHARTER COMMUNICATIONS OPERATING, LLC, as an Issuer By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President, Corporate Finance CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., as an Issuer By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President, Corporate Finance CCO HOLDINGS, LLC, as a Guarantor By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President, Corporate Finance THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE II HERETO, as Guarantors By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President, Corporate Finance Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. X.X. XXXXXX SECURITIES LLC By: /s/ Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. XXXXXX XXXXXXX & CO. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director Underwriters Aggregate Principal Amount of Notes to be Purchased Citigroup Global Markets Inc. $ 125,000,000 X.X. Xxxxxx Securities LLC $ 125,000,000 Xxxxxx Xxxxxxx & Co. LLC $ 125,000,000 BofA Securities, Inc. $ 75,000,000 Credit Suisse Securities (USA) LLC $ 75,000,000 Deutsche Bank Securities Inc. $ 75,000,000 Xxxxxxx Sachs & Co. LLC $ 62,500,000 Mizuho Securities USA LLC $ 62,500,000 MUFG Securities Americas Inc. $ 62,500,000 RBC Capital Markets, LLC $ 62,500,000 TD Securities (USA) LLC $ 62,500,000 Xxxxx Fargo Securities, LLC $ 62,500,000 Barclays Capital Inc. $ 50,000,000 BNP Paribas Securities Corp. $ 37,500,000 Scotia Capital (USA) Inc. $ 37,500,000 SMBC Nikko Securities America, Inc. $ 37,500,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 37,500,000 Credit Agricole Securities (USA) Inc. $ 25,000,000 U.S. Bancorp Investments, Inc. $ 25,000,000 LionTree Advisors LLC $ 12,500,000 Xxxxxxxx Financial Group, Inc. $ 3,125,000 X. Xxxxxxx & Co., Inc. $ 3,125,000 Xxxxxx X. Xxxxxxx & Company, Inc. $ 3,125,000 The Xxxxxxxx Capital Group, L.P. $ 3,125,000 Alabanza LLC America’s Job Exchange LLC Bresnan Broadband Holdings, LLC Bresnan Broadband of Colorado, LLC Bresnan Broadband of Montana, LLC Bresnan Broadband of Utah, LLC Bresnan Broadband of Wyoming, LLC Bresnan Digital Services, LLC Bresnan Microwave of Montana, LLC Bright House Networks Information Services (Alabama), LLC Bright House Networks Information Services (California), LLC Bright House Networks Information Services (Florida), LLC Bright House Networks Information Services (Indiana), LLC Bright House Networks Information Services (Michigan), LLC Bright House Networks, LLC CC Fiberlink, LLC CC Systems, LLC CC VI Fiberlink, LLC CC VII Fiberlink, LLC CCO Fiberlink, LLC CCO NR Holdings, LLC CCO Transfers, LLC Charter Advanced Services (MN), LLC Charter Advanced Services (MO), LLC Charter Advanced Services VIII (MN), LLC Charter Communications Entertainment I, LLC Charter Communications VI, L.L.C. Charter Communications VII, LLC Charter Communications, LLC Charter Distribution, LLC Charter Fiberlink – Alabama, LLC Charter Fiberlink – Georgia, LLC Charter Fiberlink – Illinois, LLC Charter Fiberlink – Maryland II, LLC Charter Fiberlink – Michigan, LLC Charter Fiberlink – Missouri, LLC Charter Fiberlink – Nebraska, LLC Charter Fiberlink – Tennessee, LLC Charter Fiberlink CA-CCO, LLC Charter Fiberlink CC VIII, LLC Charter Fiberlink CCO, LLC Charter Fiberlink CT-CCO, LLC Charter Fiberlink LA-CCO, LLC Charter Fiberlink MA-CCO, LLC Charter Fiberlink MS-CCVI, LLC Charter Fiberlink NC-CCO, LLC Charter Fiberlink NH-CCO, LLC Charter Fiberlink NV-CCVII, LLC Charter Fiberlink NY-CCO, LLC Charter Fiberlink OR-CCVII, LLC Charter Fiberlink SC-CCO, LLC Charter Fiberlink TX-CCO, LLC Charter Fiberlink VA-CCO, LLC Charter Fiberlink VT-CCO, LLC Charter Fiberlink WA-CCVII, LLC Charter Helicon, LLC Charter Leasing Holding Company, LLC Charter Procurement Leasing, LLC DukeNet Communications, LLC Falcon Cable Communications, LLC Helicon Partners I, L.P. Intrepid Acquisition LLC Marcus Cable Associates, L.L.C. NaviSite LLC Spectrum Advanced Services, LLC Spectrum Gulf Coast, LLC Spectrum Mid-America, LLC Spectrum Mobile, LLC Spectrum Mobile Equipment, LLC Spectrum NLP, LLC Spectrum Oceanic, LLC Spectrum Originals, LLC Spectrum Originals Development, LLC Spectrum Pacific West, LLC Spectrum RSN, LLC Spectrum Security, LLC Spectrum Southeast, LLC Spectrum TV Essentials, LLC Spectrum Wireless Holdings, LLC TC Technology LLC The Helicon Group, L.P. Time Warner Cable Business LLC Time Warner Cable Enterprises LLC Time Warner Cable Information Services (Alabama), LLC Time Warner Cable Information Services (Arizona), LLC Time Warner Cable Information Services (California), LLC Time Warner Cable Information Services (Colorado), LLC Time Warner Cable Information Services (Hawaii), LLC Time Warner Cable Information Services (Idaho), LLC Time Warner Cable Information Services (Illinois), LLC Time Warner Cable Information Services (Indiana), LLC Time Warner Cable Information Services (Kansas), LLC Time Warner Cable Information Services (Kentucky), LLC Time Warner Cable Information Services (Maine), LLC Time Warner Cable Information Services (Massachusetts), LLC Time Warner Cable Information Services (Michigan), LLC Time Warner Cable Information Services (Missouri), LLC Time Warner Cable Information Services (Nebraska), LLC Time Warner Cable Information Services (New Hampshire), LLC Time Warner Cable Information Services (New Jersey), LLC Time Warner Cable Information Services (New Mexico), LLC Time Warner Cable Information Services (New York), LLC Time Warner Cable Information Services (North Carolina), LLC Time Warner Cable Information Services (Ohio), LLC Time Warner Cable Information Services (Pennsylvania), LLC Time Warner Cable Information Services (South Carolina), LLC Time Warner Cable Information Services (Tennessee), LLC Time Warner Cable Information Services (Texas), LLC Time Warner Cable Information Services (Virginia), LLC Time Warner Cable Information Services (Washington), LLC Time Warner Cable Information Services (West Virginia), LLC Time Warner Cable Information Services (Wisconsin), LLC Time Warner Cable, LLC Time Warner Cable Media LLC Time Warner Cable New York City LLC Time Warner Cable Northeast LLC TWC Administration LLC TWC Communications, LLC TWC Media Blocker LLC TWC SEE Holdco LLC TWC Wireless LLC TWC/Charter Los Angeles Cable Advertising, LLC TWCIS Holdco LLC

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes purpose of this Section 26: 18(i), (iA) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iiB) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) the term “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivD) the term “U.S. Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the several Underwriters in accordance with its terms. Yours very truly, KENTUCKY UTILITIES COMPANY By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director By: MIZUHO SECURITIES USA LLC /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Managing Director By: MUFG SECURITIES AMERICAS INC. /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director Acting on behalf of itself and as the Underwriter named in Section 3 hereof.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter, the Forward Seller or the Forward Purchaser that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Underwriter, such Forward Seller or such Forward Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter, the Forward Seller or the Forward Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 14, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.that

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Initial Purchaser that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Initial Purchaser that is a Covered Entity or a BHC Act Affiliate (each, as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Initial Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Initial Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 19, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, XXXXXX HEALTHCARE, INC. By: Name: Xxxx Xxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written. TRUIST Securities, Inc. Acting on behalf of itself and as the Representative of the several Initial Purchasers By: Truist Securities, Inc. By: Name: Xxx Xxxxxxxx Title: Managing Director Initial Purchasers Aggregate Principal Amount of Notes to be Purchased Truist Securities, Inc. Barclays Capital Inc. BofA Securities, Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC MUFG Securities Americas Inc. Xxxxx Fargo Securities, LLC Citizens Capital Markets, Inc. Fifth Third Securities, Inc. Huntington Securities, Inc. U.S. Bancorp Investments, Inc. Total $ 750,000,000

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Agent or Forward Purchaser that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Agent or Forward Purchaser, as the case may be, of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Agent or Forward Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 22, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx a Manager is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from Xxxxx-Xxxxxx the Managers of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx a Manager is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx the Managers becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx the Managers are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26Section: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. Very truly yours, By: Name: Xxxxx Xxxx Title: Chief Financial Officer Accepted as of the date first written above: By: Name: Xxxx Xxxxxxxx Title: Head of Investment Banking Northland Securities, Inc.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined below) or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2612, the following terms shall have the following meaning: (i2) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iix) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiy) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivz) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined below) or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.. ​ ​ (c) For purposes of this Section 2621, the following terms shall have the following meanings: (iw) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iix) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiy) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivz) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with its terms. ​ ​ ​ ​ ​ Very truly yours, SUNSTONE HOTEL INVESTORS, INC. By​ ​ /s/ Xxxxx X. Xxxxxx ​ ​ Name: Xxxxx X. Xxxxxx Title: Chief Financial Officer ​ SUNSTONE HOTEL PARTNERSHIP, LLC By:SUNSTONE HOTEL INVESTORS, INC., its Managing Member By​ ​ /s/ Xxxxx X. Xxxxxx ​ ​ Name: Xxxxx X. Xxxxxx Title: Chief Financial Officer ​ ​ XXXXX FARGO SECURITIES, LLC By: XXXXX FARGO SECURITIES, LLC By /s/ Xxxxxxx Xxxxxx​ ​ Authorized Signatory ​ J X. XXXXXX SECURITIES LLC By: J X. XXXXXX SECURITIES LLC By /s/ Xxxxxx Xxxxxxxxx​ ​ Authorized Signatory ​ BOFA SECURITIES, INC. By: BOFA SECURITIES, INC. By /s/ Xxxxx Xxxxxx​ ​ Authorized Signatory ​ ​ ​ For themselves and as Representatives of the other Underwriters named in Schedule A hereto. ​ ​ ​ ​ ​ Name of Underwriter Number of Securities ​ ​ XXXXX FARGO SECURITIES, LLC 1,120,000 X.X. XXXXXX SECURITIES LLC 1,120,000 BOFA SECURITIES, INC. 560,000 PNC CAPITAL MARKETS LLC 400,000 U.S. BANCORP INVESTMENTS, INC. 400,000 BBVA SECURITIES INC. 130,000 CITIGROUP GLOBAL MARKETS INC. 140,000 SCOTIA CAPITAL (USA) INC. 130,000 ​ ​ Total Number of Securities 4,000,000 ​ ​ ​ ​ ​ ​ Final Pricing Terms dated May 11, 2021 Relating to Preliminary Prospectus Supplement dated May 11, 2021. ​ ​ ​ ​ ​ Issuer: Sunstone Hotel Investors, Inc. Title of Shares: 6.125% Series H Cumulative Redeemable Preferred Stock (the “Series H Preferred Shares”) Number of Shares: 4,000,000 shares (4,600,000 shares if the underwriters’ overallotment option is exercised in full) Maturity: Perpetual (unless redeemed by the Issuer pursuant to its optional redemption right on or after May 24, 2026), or its special optional redemption right, or converted by an investor in connection with certain changes of control). Trade Date: May 11, 2021 Settlement Date: May 24, 2021 (T+9) Dividend Rate: 6.125% per annum of the $25.00 liquidation preference (equivalent to $1.53125 per annum per share) Dividend Payment Dates: January 15, April 15, July 15 and October 15, commencing July 15, 2021 Conversion Rights: Upon the occurrence of a Change of Control, holders of the Series H Preferred Shares will have the right (unless, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of its election to redeem the Series E Preferred Shares) to convert some or all of the Series H Preferred Shares held by such holder on the Change of Control Conversion Date (the “Change of Control Conversion Right”) into a number of the Issuer’s shares of common stock, par value $0.01 per share, per Series H Preferred Share to be converted equal to the lesser of:the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series H Preferred Share dividend payment and prior to the corresponding Series H Preferred Share dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Share Price; and4.085, or the Share Cap, subject to certain adjustments;subject, in each case, to provisions for the receipt of alternative consideration, as described in the prospectus supplement. ​ ​ If the Issuer has provided or provides a redemption notice, whether pursuant to the Issuer’s special optional redemption right in connection with a Change of Control or the Issuer’s optional redemption right, holders of Series H Preferred Shares will not have any right to convert the Series H Preferred Shares in connection with the Change of Control Conversion Right and any Series H Preferred Shares subsequently selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date.A “Change of Control” is when, after the original issuance of the Series H Preferred Shares, the following have occurred and are continuing:the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of the Issuer entitling that person to exercise more than 50% of the total voting power of all shares of the Issuer entitled to vote generally in elections of directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); andfollowing the closing of any transaction referred to in the bullet above, neither the Issuer nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange, the NYSE American, LLC (“NYSE American”) or The Nasdaq Stock Market (“Nasdaq”) or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or Nasdaq.The “Change of Control Conversion Date” will be a business day that is no less than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series H Preferred Shares.The “Common Share Price” will be: (i) if the consideration to be received in the Change of Control by holders of the Issuer’s shares of common stock is solely cash, the amount of cash consideration per share of common stock, and (ii) if the consideration to be received in the Change of Control by holders of shares of common stock is other than solely cash, the average of the closing price per share of common stock on the 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Agent, Forward Seller or Forward Purchaser that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such Agent, Forward Seller or Forward Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Agent, Forward Seller or Forward Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such Agent, Forward Seller or Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Agent, Forward Seller or Forward Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 13, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) the term “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) the term “U.S. Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx XX Xxxxx is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx XX Xxxxx of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx XX Xxxxx is a Covered Entity and XX Xxxxx or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx XX Xxxxx becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx XX Xxxxx are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (Ax) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); , (By) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); , or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, CHARTER COMMUNICATIONS OPERATING, LLC, as an Issuer By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President, Corporate Finance CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., as an Issuer By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President, Corporate Finance CCO HOLDINGS, LLC, as a Guarantor By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President, Corporate Finance THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE II HERETO, as Guarantors By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President, Corporate Finance Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director Underwriters Aggregate Principal Amount of 2029 Notes to be Purchased Aggregate Principal Amount of 2048 Notes to be Purchased Citigroup Global Markets Inc. $ 159,375,000 $ 95,625,000 Deutsche Bank Securities Inc. $ 159,375,000 $ 95,625,000 Credit Suisse Securities (USA) LLC $ 87,500,000 $ 52,500,000 Mizuho Securities USA LLC $ 87,500,000 $ 52,500,000 Xxxxxx Xxxxxxx & Co. LLC $ 87,500,000 $ 52,500,000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated $ 75,000,000 $ 45,000,000 Xxxxxxx Xxxxx & Co. LLC $ 75,000,000 $ 45,000,000 RBC Capital Markets, LLC $ 75,000,000 $ 45,000,000 UBS Securities LLC $ 75,000,000 $ 45,000,000 Xxxxx Fargo Securities, LLC $ 75,000,000 $ 45,000,000 MUFG Securities Americas Inc. $ 50,000,000 $ 30,000,000 TD Securities (USA) LLC $ 50,000,000 $ 30,000,000 Scotia Capital (USA) Inc. $ 37,500,000 $ 22,500,000 SMBC Nikko Securities America, Inc. $ 37,500,000 $ 22,500,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 37,500,000 $ 22,500,000 Credit Agricole Securities (USA) Inc. $ 28,125,000 $ 16,875,000 U.S. Bancorp Investments, Inc. $ 28,125,000 $ 16,875,000 LionTree Advisors LLC $ 12,500,000 $ 7,500,000 Academy Securities, Inc. $ 3,125,000 $ 1,875,000 MFR Securities, Inc. $ 3,125,000 $ 1,875,000 Xxxxxx X. Xxxxxxx & Company, Inc. $ 3,125,000 $ 1,875,000 The Xxxxxxxx Capital Group, L.P. $ 3,125,000 $ 1,875,000 Alabanza LLC America’s Job Exchange LLC BHN Spectrum Investments, LLC Bresnan Broadband Holdings, LLC Bresnan Broadband of Colorado, LLC Bresnan Broadband of Montana, LLC Bresnan Broadband of Utah, LLC Bresnan Broadband of Wyoming, LLC Bresnan Communications, LLC Bresnan Digital Services, LLC Bresnan Microwave of Montana, LLC Bright House Networks Information Services (Alabama), LLC Bright House Networks Information Services (California), LLC Bright House Networks Information Services (Florida), LLC Bright House Networks Information Services (Indiana), LLC Bright House Networks Information Services (Michigan), LLC Bright House Networks, LLC CC Fiberlink, LLC CC Systems, LLC CC VI Fiberlink, LLC CC VI Operating Company, LLC CC VII Fiberlink, LLC CC VIII Fiberlink, LLC CC VIII Operating, LLC CCO Fiberlink, LLC CCO NR Holdings, LLC CCO Transfers, LLC Charter Advanced Services (AL), LLC Charter Advanced Services (CA), LLC Charter Advanced Services (CO), LLC Charter Advanced Services (CT), LLC Charter Advanced Services (GA), LLC Charter Advanced Services (IL), LLC Charter Advanced Services (IN), LLC Charter Advanced Services (KY), LLC Charter Advanced Services (LA), LLC Charter Advanced Services (MA), LLC Charter Advanced Services (MD), LLC Charter Advanced Services (MI), LLC Charter Advanced Services (MN), LLC Charter Advanced Services (MO), LLC Charter Advanced Services (MS), LLC Charter Advanced Services (MT), LLC Charter Advanced Services (NC), LLC Charter Advanced Services (NE), LLC Charter Advanced Services (NH), LLC Charter Advanced Services (NV), LLC Charter Advanced Services (NY), LLC Charter Advanced Services (OH), LLC Charter Advanced Services (OR), LLC Charter Advanced Services (PA), LLC Charter Advanced Services (SC), LLC Charter Advanced Services (TN), LLC Charter Advanced Services (TX), LLC Charter Advanced Services (UT), LLC Charter Advanced Services (VA), LLC Charter Advanced Services (VT), LLC Charter Advanced Services (WA), LLC Charter Advanced Services (WI), LLC Charter Advanced Services (WV), LLC Charter Advanced Services (WY), LLC Charter Advanced Services VIII (MI), LLC Charter Advanced Services VIII (MN), LLC Charter Advanced Services VIII (WI), LLC Charter Cable Partners, LLC Charter Communications Entertainment I, LLC Charter Communications VI, L.L.C. Charter Communications VII, LLC Charter Communications, LLC Charter Distribution, LLC Charter Fiberlink – Alabama, LLC Charter Fiberlink – Georgia, LLC Charter Fiberlink – Illinois, LLC Charter Fiberlink – Maryland II, LLC Charter Fiberlink – Michigan, LLC Charter Fiberlink – Missouri, LLC Charter Fiberlink – Nebraska, LLC Charter Fiberlink – Tennessee, LLC Charter Fiberlink AR-CCVII, LLC Charter Fiberlink CA-CCO, LLC Charter Fiberlink CC VIII, LLC Charter Fiberlink CCO, LLC Charter Fiberlink CT-CCO, LLC Charter Fiberlink LA-CCO, LLC Charter Fiberlink MA-CCO, LLC Charter Fiberlink MS-CCVI, LLC Charter Fiberlink NC-CCO, LLC Charter Fiberlink NH-CCO, LLC Charter Fiberlink NV-CCVII, LLC Charter Fiberlink NY-CCO, LLC Charter Fiberlink OH-CCO, LLC Charter Fiberlink OR-CCVII, LLC Charter Fiberlink SC-CCO, LLC Charter Fiberlink TX-CCO, LLC Charter Fiberlink VA-CCO, LLC Charter Fiberlink VT-CCO, LLC Charter Fiberlink WA-CCVII, LLC Charter Helicon, LLC Charter Leasing Holding Company, LLC Charter Leasing of Wisconsin, LLC DukeNet Communications Holdings, LLC DukeNet Communications, LLC Falcon Cable Communications, LLC Falcon Cable Systems Company II, L.P. Falcon Community Cable, L.P. Falcon Community Ventures I Limited Partnership Falcon First Cable of the Southeast, LLC Falcon First, LLC Falcon Video Communications, L.P. Helicon Partners I, L.P. ICI Holdings, LLC Insight Blocker LLC Insight Capital LLC Insight Communications Company, L.P. Insight Communications Midwest, LLC Insight Communications of Kentucky, L.P. Insight Interactive, LLC Insight Kentucky Capital, LLC Insight Kentucky Partners I, L.P. Insight Kentucky Partners II, L.P. Insight Midwest Holdings, LLC Insight Midwest, L.P. Interactive Cable Services, LLC Intrepid Acquisition LLC Marcus Cable Associates, L.L.C. Xxxxxx Xxxxx of Alabama, L.L.C. NaviSite LLC Oceanic Time Warner Cable LLC Xxxxx Media Group, LLC Spectrum Gulf Coast, LLC Spectrum Mid-America, LLC Spectrum Mobile Equipment, LLC Spectrum Mobile, LLC Spectrum Originals Development, LLC Spectrum Originals, LLC Spectrum Pacific West, LLC Spectrum Security, LLC Spectrum Southeast, LLC The Helicon Group, L.P. Time Warner Cable Business LLC Time Warner Cable Enterprises LLC Time Warner Cable Information Services (Alabama), LLC Time Warner Cable Information Services (Arizona), LLC Time Warner Cable Information Services (California), LLC Time Warner Cable Information Services (Colorado), LLC Time Warner Cable Information Services (Hawaii), LLC Time Warner Cable Information Services (Idaho), LLC Time Warner Cable Information Services (Illinois), LLC Time Warner Cable Information Services (Indiana), LLC Time Warner Cable Information Services (Kansas), LLC Time Warner Cable Information Services (Kentucky), LLC Time Warner Cable Information Services (Maine), LLC Time Warner Cable Information Services (Massachusetts), LLC Time Warner Cable Information Services (Michigan), LLC Time Warner Cable Information Services (Missouri), LLC Time Warner Cable Information Services (Nebraska), LLC Time Warner Cable Information Services (New Hampshire), LLC Time Warner Cable Information Services (New Jersey), LLC Time Warner Cable Information Services (New Mexico) LLC Time Warner Cable Information Services (New York), LLC Time Warner Cable Information Services (North Carolina), LLC Time Warner Cable Information Services (Ohio), LLC Time Warner Cable Information Services (Pennsylvania), LLC Time Warner Cable Information Services (South Carolina), LLC Time Warner Cable Information Services (Tennessee), LLC Time Warner Cable Information Services (Texas), LLC Time Warner Cable Information Services (Virginia), LLC Time Warner Cable Information Services (Washington), LLC Time Warner Cable Information Services (West Virginia), LLC Time Warner Cable Information Services (Wisconsin), LLC Time Warner Cable International LLC Time Warner Cable Internet Holdings III LLC Time Warner Cable Internet Holdings LLC Time Warner Cable Internet LLC Time Warner Cable, LLC Time Warner Cable Media LLC Time Warner Cable New York City LLC Time Warner Cable Northeast LLC Time Warner Cable Sports LLC TWC Administration LLC TWC Communications, LLC TWC Digital Phone LLC TWC Media Blocker LLC TWC News and Local Programming Holdco LLC TWC News and Local Programming LLC TWC Regional Sports Network I LLC TWC Regional Sports Network II LLC TWC SEE Holdco LLC TWC Wireless LLC TWC/Charter Los Angeles Cable Advertising, LLC TWCIS Holdco LLC

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx the Manager is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from Xxxxx-Xxxxxx the Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx the Manager is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx the Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx the Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26Section: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Very truly yours, By:/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Interim Chief Executive Officer Accepted as of the date first written above: By: /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx None. I-1 Set forth below are guidelines for use by the Company and the Manager in connection with the Manager’s continuous due diligence efforts in connection with the sale and distribution of the Shares pursuant to the Agreement. For the avoidance of doubt, the Company has agreed that no sales under the Agreement will be requested or made at any time the Company is, or could be deemed to be, in possession of material non-public information with respect to the Company.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx the Placement Agent is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx the Placement Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx the Placement Agent is a Covered Entity and the Placement Agent or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx the Placement Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx the Placement Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx the Manager is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from Xxxxx-Xxxxxx the Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx the Manager is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx the Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx the Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26Section: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Very truly yours, IMMERSION CORPORATION By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Interim Chief Executive Officer Accepted as of the date first written above: By: /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx None. Set forth below are guidelines for use by the Company and the Manager in connection with the Manager’s continuous due diligence efforts in connection with the sale and distribution of the Shares pursuant to the Agreement. For the avoidance of doubt, the Company has agreed that no sales under the Agreement will be requested or made at any time the Company is, or could be deemed to be, in possession of material non-public information with respect to the Company.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity (as defined in this SectionSection 21) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 21), the transfer from Xxxxx-Xxxxxx such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 21) of Xxxxx-Xxxxxx such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 21) under this Agreement that may be exercised against Xxxxx-Xxxxxx such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2621: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Partnership and the several Underwriters. Very truly yours, By: /s/ Xxxx X. Laws Name: Xxxx X. Laws Title: Executive Vice President, Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. By: /s/Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director For themselves and the other several Underwriters, named in Schedule II to the foregoing Agreement. Underwriting Agreement dated September 4, 2019 Registration Statement No. 333-224698 Representatives: Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC and MUFG Securities Americas Inc. Title, Principal Amount and Purchase Price of the Securities: Title: 4.150% Senior Notes due 2029 Principal amount: $550,000,000 Purchase price (including accrued interest or amortization, if any): 99.171% Closing Date, Time and Location: September 13, 2019 at 10:00 a.m., New York City time at Xxxxxx & Xxxxxx L.L.P., 0000 Xxxxxx Xxxxxx, Houston, TX 77002. Underwriters Aggregate Principal Amount of Notes to be Purchased Citigroup Global Markets Inc. $ 93,500,000 X.X. Xxxxxx Securities LLC $ 93,500,000 MUFG Securities Americas Inc. $ 93,500,000 Barclays Capital Inc. $ 33,000,000 Credit Suisse Securities (USA) LLC $ 33,000,000 Xxxxxxx Sachs & Co. LLC $ 33,000,000 RBC Capital Markets, LLC $ 33,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 33,000,000 U.S. Bancorp Investments, Inc. $ 33,000,000 BMO Capital Markets Corp. $ 16,500,000 BBVA Securities Inc. $ 16,500,000 Mizuho Securities USA LLC $ 16,500,000 BOK Financial Securities, Inc. $ 11,000,000 KeyBanc Capital Markets Inc. $ 11,000,000 Total $ 550,000,000

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx the Manager is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from Xxxxx-Xxxxxx the Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx the Manager is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx the Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx the Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26Section: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx any International Underwriter or International Agent that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such International Underwriter or International Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligationobligation in or under this Agreement, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx any International Underwriter or International Agent that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx such International Underwriter or International Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such International Underwriter or International Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 25, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that Xxxxx-Xxxxxx a Manager, a Forward Purchaser, or a Forward Seller that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from Xxxxx-Xxxxxx such party that is a Covered Entity of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that Xxxxx-Xxxxxx a Manager, a Forward Purchaser, or a Forward Seller is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of Xxxxx-Xxxxxx the Manager, the Forward Purchaser, or the Forward Seller that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in this Section) under this Agreement that may be exercised against Xxxxx-Xxxxxx such party that is a Covered Entity are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 15 a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k) or 1813(w); (ii) a , as applicable. “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.