Common use of Sophisticated Parties; No Fiduciary Relationship Clause in Contracts

Sophisticated Parties; No Fiduciary Relationship. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 10 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Act and the Exchange Act. Each of the Company and Selling Shareholder acknowledges and agrees that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Selling Shareholders, on the one hand, and the Underwriters, on the other hand, have an arms-length business relationship that creates no fiduciary duty on the part of the Underwriter and all of the parties expressly disclaim any fiduciary relationship. If the foregoing correctly sets forth your understanding of our agreement, please sign and return to the Company the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Chief Financial Officer (under Amended and Restated Trust Agreement Dated February 24, 2012) By: /s/ Xxxxxxx X. Xxxxxxx, Trustee Name: Xxxxxxx X. Xxxxxxx, Trustee The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXXXXX XXXXX LLC By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Managing Director Head of Infrastructure Group Underwriter Number of Firm Shares to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC 700,000 None. Bangor Gas Company, LLC, a Maine limited liability company Xxxxxxxx Gas Corp., an Ohio corporation Cut Bank Gas Company, a Montana corporation Energy West Development, Inc., a Montana corporation Energy West, Incorporated, a Montana corporation Energy West Properties, LLC, a North Carolina limited liability company Energy West Propane, Inc., a Montana corporation Energy West Resources, Inc., a Montana corporation Frontier Natural Gas Company, LLC, a North Carolina limited liability company Frontier Natural Gas Virginia, LLC, a Virginia limited liability company Frontier Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Energy Solutions, LLC, an Ohio limited liability company Gas Natural Service Company, LLC, an Ohio limited liability company Great Plains Natural Gas Company, an Ohio corporation Independence Oil, LLC, a North Carolina limited liability company Kidron Pipeline, LLC, an Ohio limited liability company Lightning Pipeline Company, Inc., an Ohio corporation Northeast Ohio Natural Gas Corp., an Ohio corporation Xxxxxx Natural Gas Company, an Ohio corporation Penobscot Natural Gas Company, Inc., a Maine corporation Public Gas Company, Inc., a Kentucky corporation Spelman Pipeline Holdings, LLC, an Ohio limited liability company

Sophisticated Parties; No Fiduciary Relationship. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 10 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Act and the Exchange Act. Each of the Company and Selling Shareholder acknowledges and agrees that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Selling Shareholders, on the one hand, and the Underwriters, on the other hand, have an arms-length business relationship that creates no fiduciary duty on the part of the Underwriter and all of the parties expressly disclaim any fiduciary relationship. If the foregoing correctly sets forth your understanding of our agreement, please sign and return to the Company the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, By: /s/ Xxxxxx Xxxxx X. Xxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxx X. Xxxxx Xxxxxxxxxx Title: Vice President and Chief Financial Operating Officer (under Amended and Restated Trust Agreement Dated January 13, 1995, as amended on February 24, 2012) By: /s/ Xxxxxxx X. Xxxxxxx, Trustee Xxxxxxx Name: Xxxxxxx X. Xxxxxxx, Trustee By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXXXXX XXXXX LLC By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Managing Director Head of Infrastructure Group Trust: 1,006,911 shares Xxxxx: 47,244 shares Company: 80,000 shares Underwriter Number of Firm Shares to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC 700,000 907,324 BB&T Capital Markets 113,415.5 Xxxxxxxxxx Securities, Inc. 113,415.5 None. 0000 Xxxxxxx Xxxxxx LLC, an Ohio limited liability company Bangor Gas Company, LLC, a Maine limited liability company Xxxxxxxx Gas Corp., an Ohio corporation Cut Bank Gas Company, a Montana corporation Energy West Development, Inc., a Montana corporation Energy West, Incorporated, a Montana corporation Energy West Montana, Inc., a Montana corporation Energy West Properties, LLC, a North Carolina limited liability company Energy West Propane, Inc., a Montana corporation Energy West Resources, Inc., a Montana corporation Energy West Wyoming, Inc., a Wyoming corporation Frontier Natural Gas Company, LLC, a North Carolina limited liability company Frontier Natural Gas Virginia, LLC, a Virginia limited liability company Frontier Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Energy SolutionsResources, LLCInc., an Ohio limited liability company corporation Gas Natural Service Company, LLC, an Ohio limited liability company Great Plains Natural Gas Company, an Ohio corporation Independence Oil, LLC, a North Carolina limited liability company Independence Oil Real Estate 1, a North Carolina limited liability company Independence Oil Real Estate 2, a North Carolina limited liability company Independence Oil Real Estate 3, a North Carolina limited liability company Kidron Pipeline, LLC, an Ohio limited liability company Lightning Pipeline Company, Inc., an Ohio corporation Lone Xxxxx Insurance, LLC, an Ohio limited liability company Northeast Ohio Natural Gas Corp., an Ohio corporation Xxxxxx Natural Gas Company, an Ohio corporation Penobscot Natural Gas Company, Inc., a Maine corporation Public Gas Company, Inc., a Kentucky corporation Spelman Pipeline Holdings, LLC, an Ohio limited liability company

Sophisticated Parties; No Fiduciary Relationship. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 10 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Act and the Exchange Act. Each of the Company and Selling Shareholder acknowledges and agrees that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Selling Shareholders, on the one hand, and the Underwriters, on the other hand, have an arms-length business relationship that creates no fiduciary duty on the part of the Underwriter and all of the parties expressly disclaim any fiduciary relationship. If the foregoing correctly sets forth your understanding of our agreement, please sign and return to the Company the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, GAS NATURAL INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Chief Financial Officer XXXXXXX X. XXXXXXX TRUST (under Amended and Restated Trust Agreement Dated February 24January 13, 20121995) By: /s/ Xxxxxxx X. Xxxxxxx, Trustee Name: Xxxxxxx X. Xxxxxxx, Trustee The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXXXXX XXXXX LLC By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Managing Director Head of Infrastructure Group Underwriter Number of Firm Shares to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC 700,000 None. Bangor Gas Company, LLC, a Maine limited liability company Xxxxxxxx Gas Corp., an Ohio corporation Cut Bank Gas Company, a Montana corporation Energy West Development, Inc., a Montana corporation Energy West, Incorporated, a Montana corporation Energy West Properties, LLC, a North Carolina limited liability company Energy West Propane, Inc., a Montana corporation Energy West Resources, Inc., a Montana corporation Frontier Natural Gas Company, LLC, a North Carolina limited liability company Frontier Natural Gas Virginia, LLC, a Virginia limited liability company Frontier Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Energy Solutions, LLC, an Ohio limited liability company Gas Natural Service Company, LLC, an Ohio limited liability company Great Plains Natural Gas Company, an Ohio corporation Independence Oil, LLC, a North Carolina limited liability company Kidron Pipeline, LLC, an Ohio limited liability company Lightning Pipeline Company, Inc., an Ohio corporation Northeast Ohio Natural Gas Corp., an Ohio corporation Xxxxxx Natural Gas Company, an Ohio corporation Penobscot Natural Gas Company, Inc., a Maine corporation Public Gas Company, Inc., a Kentucky corporation Spelman Pipeline Holdings, LLC, an Ohio limited liability companySelling Shareholder

Sophisticated Parties; No Fiduciary Relationship. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 109, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 10 9 hereto fairly allocate the risks in light of the ability of the parties to investigate the CompanyCWCO, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Act and the Exchange Act. Each of the Company and Selling Shareholder CWCO acknowledges and agrees that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Selling ShareholdersCWCO, on the one hand, and the Underwriters, on the other hand, have an arms-length business relationship that creates no fiduciary duty on the part of the any Underwriter and all of the parties each expressly disclaim disclaims any fiduciary relationship. If the foregoing correctly sets forth your understanding of our agreement, please sign and return to the Company CWCO the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, CONSOLIDATED WATER CO. LTD. By: /s/ Xxxxxx Fxxxxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice XxXxxxxxx President and Chief Financial Executive Officer (under Amended and Restated Trust Agreement Dated February 24, 2012) By: /s/ Xxxxxxx X. Xxxxxxx, Trustee Name: Xxxxxxx X. Xxxxxxx, Trustee The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXXXXX JXXXXX MXXXXXXXXX XXXXX LLC, BXXXX XXXXXX, CARRET & CO., LLC, As Representative of the several Underwriters named on Schedule I As Representative of the several Underwriters named on Schedule I By: JXXXXX MXXXXXXXXX XXXXX LLC By: /s/ BXXXX XXXXXX, CARRET & CO., LLC By: By: Name: Name: Title: Title: BOENNING & SCATTERGOOD, INC., THE SXXXXXX COMPANIES INCORPORATED, As Representative of the several Underwriters named on Schedule I As Representative of the several Underwriters named on Schedule I By: BOENNING & SCATTERGOOD, INC. By: THE SXXXXXX COMPANIES INCORPORATED By: By: Name: Name: Title: Title: Underwriter to be Purchased Jxxxxx Mxxxxxxxxx Xxxxx LLC [_________] Boenning & Scattergood, Inc. [_________] Bxxxx Xxxxxx, Carret & Co., LLC [_________] The Sxxxxxx Companies Incorporated [_________] Total [1,500,000] Lock-Up Agreements are to be delivered by the following persons and entities immediately prior to the time the SEC declares the Registration Statement effective: Jxxxxxx X. Xxxxxx Fxxxxxxxx X. XxxxxxXxXxxxxxx Dxxxx X. Xxxxxxx Rxxxxxx Xxxxxxxxxxx Gxxxxxx X. XxXxxxxxx Rxxxxx X. Xxxxxxxx Gxxxxx X. Xxxxxxx Wxxxxxx X. Xxxxxxx Bxxxx X. Xxxxxx Sxxxxx X. Xxxx Cxxxxx X. Xxxxxx Rxxxxxx X. Xxxxxx Cxxxxxxx X. Xxxxxxx, Xx. Name: Xxxxxx X. XxxxxxWxxxxx Xxxxxxxx Lxxxxxx Xxxxxxx Rxxxxxx Xxxxxxxxx 1. CWCO has been duly organized and is validly existing as a corporation in good standing under the laws of the Cayman Islands with corporate power and authority to own its properties and conduct its business as described in the Registration Statement, Xxthe Disclosure Package and the Prospectus. 2. Title: Managing Director Head Each CWCO Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of Infrastructure Group Underwriter Number its jurisdiction of Firm incorporation and has the corporate power and authority to own its properties and conduct its current business. The outstanding shares of capital stock of each CWCO Subsidiary owned by CWCO, directly or indirectly, have been duly authorized and validly issued, are fully paid and non-assessable and are owned by CWCO, either directly or indirectly, free and clear of all liens, encumbrances and security interests. To the best knowledge of such counsel, no options, warrants or other rights to purchase any shares of capital stock of CWCO are outstanding. 3. CWCO has authorized and outstanding capital stock as set forth under the caption “Capitalization” in the Registration Statement, the Disclosure Package and the Prospectus and the authorized Ordinary Shares have been duly authorized. The outstanding shares of Ordinary Shares have been duly authorized and validly issued and are fully paid and non-assessable. The Ordinary Shares conform as to legal matters to the description thereof contained in the Registration Statement, the Disclosure Package and the Prospectus. Certificates for the Ordinary Shares to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC 700,000 Nonesold by CWCO pursuant to this Agreement (the “Shares”) are in due and proper form and the have been duly authorized and will be validly issued, fully paid and non-assessable when issued and paid for as contemplated by this Agreement; and no preemptive rights of stockholders, by operation of law, or to the knowledge of such counsel, by contract exists with respect to any of the Shares or the issue and sale thereof. 4. Bangor Gas CompanyBased on the oral advice of a member of the Division of Corporation Finance of the SEC, LLCthe Registration Statement has become effective under the Act, and no stop order proceedings with respect thereto have been instituted or are pending or, to the best knowledge of such counsel, threatened under the Act. 5. The Registration Statement, the Disclosure Package and the Prospectus and each amendment or supplement thereto and each document incorporated by reference therein, comply as to form in all material respects with the requirements of the Act and the Exchange Act, as applicable, and the applicable rules and regulations thereunder (except that such counsel need express no opinion as to the financial statements and notes thereto, schedules and other financial and statistical information included or incorporated by reference therein). 6. The statements under the caption “Description of Capital Stock” in the Registration Statement, the Disclosure Package or the Prospectus, insofar as such statements constitute a Maine summary of documents referred to therein or matters of law, are accurate and fairly present the information called for with respect to such documents and matters. 7. Such counsel does not know of any contracts or documents required to be filed as exhibits to, or incorporated by reference in, the Registration Statement or described in the Registration Statement, the Disclosure Package or the Prospectus that are not so filed, incorporated by reference or described as required, and such required contracts and documents as are summarized in the Registration Statement, the Disclosure Package or the Prospectus are fairly summarized in all material respects. 8. There are no material legal proceedings pending or to the knowledge of such counsel, threatened against any member of the CWCO Group, except as set forth in the Prospectus. 9. This Agreement has been duly authorized, executed and delivered by CWCO, and, assuming due execution by the Representatives of the Underwriters, constitutes the valid and binding agreement of CWCO, enforceable against CWCO, in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws relating to or affecting the enforcement of creditors’ rights generally and to general equitable principles and except as the enforceability of rights to indemnity and contribution under this Agreement may be limited liability company Xxxxxxxx Gas Corp.under applicable securities laws or the public policy underlying such laws. The execution and delivery of this Agreement and the consummation of the transactions herein contemplated does not and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the respective governing documents of each member of the CWCO Group, or to such counsel’s knowledge, any agreement or instrument to which any member of the CWCO Group is a party or by which any of them may be bound that is material to the CWCO Group, taken as a whole. 10. No approval, consent, order or authorization by any regulatory, administrative or other governmental body is necessary in connection with the execution and delivery of this Agreement and the consummation of the transactions herein contemplated (other than as may be required by the NASD or by state securities and Blue Sky laws as to which such counsel need express no opinion). 11. Neither CWCO nor any of its subsidiaries is an Ohio corporation Cut Bank Gas Company“investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder. 12. In addition to the matters set forth above, although such counsel has not undertaken, except as otherwise indicated in this opinion, to determine independently, and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or the Prospectus, such counsel has participated in the preparation of the Registration Statement, the Disclosure Package and the Prospectus, including review and discussion of the contents thereof, and nothing has come to the attention of such counsel that would cause such counsel to have reason to believe that (a) the Registration Statement or any post-effective amendment thereto on the date it became effective, contained any untrue statement of a Montana corporation Energy West Development, Inc., a Montana corporation Energy West, Incorporated, a Montana corporation Energy West Properties, LLC, a North Carolina limited liability company Energy West Propane, Inc., a Montana corporation Energy West Resources, Inc., a Montana corporation Frontier Natural Gas Company, LLC, a North Carolina limited liability company Frontier Natural Gas Virginia, LLC, a Virginia limited liability company Frontier Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Energy Solutions, LLC, an Ohio limited liability company Gas Natural Service Company, LLC, an Ohio limited liability company Great Plains Natural Gas Company, an Ohio corporation Independence Oil, LLC, a North Carolina limited liability company Kidron Pipeline, LLC, an Ohio limited liability company Lightning Pipeline Company, Inc., an Ohio corporation Northeast Ohio Natural Gas Corp., an Ohio corporation Xxxxxx Natural Gas Company, an Ohio corporation Penobscot Natural Gas Company, Inc., a Maine corporation Public Gas Company, Inc., a Kentucky corporation Spelman Pipeline Holdings, LLC, an Ohio limited liability companymaterial fact or omitted to state any material fact necessary

Sophisticated Parties; No Fiduciary Relationship. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 10 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Act and the Exchange Act. Each of the The Company and Selling Shareholder acknowledges and agrees that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Selling ShareholdersCompany, on the one hand, and the Underwriters, on the other hand, have an arms-length business relationship that creates no fiduciary duty on the part of the Underwriter and all of the parties expressly disclaim any fiduciary relationship. If the foregoing correctly sets forth your understanding of our agreement, please sign and return to the Company the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, By: /s/ Xxxxxx Xxxxx X. Xxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxx X. Xxxxx Xxxxxxxxxx Title: Vice President and Chief Financial Officer (under Amended and Restated Trust Agreement Dated February 24, 2012) By: /s/ Xxxxxxx X. Xxxxxxx, Trustee Name: Xxxxxxx X. Xxxxxxx, Trustee The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXXXXX XXXXX LLC By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Managing Director Head of Infrastructure Group Underwriter Number of Firm Shares to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC 700,000 1,200,000 BB&T Capital Markets, a division of BB&T Securities, LLC 150,000 Xxxxxxxxxx Securities 150,000 None. Bangor Gas Company, LLC, a Maine limited liability company Xxxxxxxx Gas Corp., an Ohio corporation Cut Bank Gas Company, a Montana corporation Energy West Development, Inc., a Montana corporation Energy West, Incorporated, a Montana corporation Energy West Montana, Inc., a Montana corporation Energy West Properties, LLC, a North Carolina limited liability company Energy West Propane, Inc., a Montana corporation Energy West Resources, Inc., a Montana corporation Energy West Wyoming, Inc., a Wyoming corporation Frontier Natural Gas Company, LLC, a North Carolina limited liability company Frontier Natural Gas Virginia, LLC, a Virginia limited liability company Frontier Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Energy SolutionsResources, LLCInc., an Ohio limited liability company corporation Gas Natural Service Company, LLC, an Ohio limited liability company Great Plains Natural Gas Company, an Ohio corporation Independence Oil, LLC, a North Carolina limited liability company Independence Oil Real Estate 1, a North Carolina limited liability company Independence Oil Real Estate 2, a North Carolina limited liability company Independence Oil Real Estate 3, a North Carolina limited liability company Kidron Pipeline, LLC, an Ohio limited liability company Lightning Pipeline Company, Inc., an Ohio corporation Lone Xxxxx Insurance, LLC, an Ohio limited liability company Northeast Ohio Natural Gas Corp., an Ohio corporation Xxxxxx Natural Gas Company, an Ohio corporation Penobscot Natural Gas Company, Inc., a Maine corporation Public Gas Company, Inc., a Kentucky corporation Spelman Pipeline Holdings, LLC, an Ohio limited liability company

Sophisticated Parties; No Fiduciary Relationship. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 109, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 10 9 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Act and the Exchange Act. Each of the The Company and Selling Shareholder acknowledges and agrees that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Selling ShareholdersCompany, on the one hand, and the Underwriters, on the other hand, have an arms-length business relationship that creates no fiduciary duty on the part of the any Underwriter and all of the parties each expressly disclaim disclaims any fiduciary relationship. If the foregoing correctly sets forth your understanding of our agreement, please sign and return to the Company the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, MIDDLESEX WATER COMPANY By: /s/ Xxxxxx X. A. Xxxxx X’Xxxxxx Name: Xxxxxx X. A. Xxxxx X’Xxxxxx Title: Vice President and Chief Financial Officer (under Amended and Restated Trust Agreement Dated February 24, 2012) By: /s/ Xxxxxxx X. Xxxxxxx, Trustee Name: Xxxxxxx X. Xxxxxxx, Trustee The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXXXXX XXXXX LLC XXXXXX X. XXXXX & CO., L.P. By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Managing Director - Head of Infrastructure Group On behalf of each of the Underwriters named in Schedule I hereto Underwriter Number of Firm Shares to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC 700,000 1,530,000 Xxxxxx X. Xxxxx & Co., L.P. 170,000 Total 1,700,000 None. Bangor Gas Company, LLC, a Maine limited liability company Xxxxxxxx Gas Corp., an Ohio corporation Cut Bank Gas Company, a Montana corporation Energy West Development, Inc., a Montana corporation Energy West, Incorporated, a Montana corporation Energy West Properties, LLC, a North Carolina limited liability company Energy West Propane, Inc., a Montana corporation Energy West Resources, Inc., a Montana corporation Frontier Natural Gas Company, LLC, a North Carolina limited liability company Frontier Natural Gas Virginia, LLC, a Virginia limited liability company Frontier Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Energy Solutions, LLC, an Ohio limited liability company Gas Natural Service Company, LLC, an Ohio limited liability company Great Plains Natural Gas Company, an Ohio corporation Independence Oil, LLC, a North Carolina limited liability company Kidron Pipeline, LLC, an Ohio limited liability company Lightning Pipeline Company, Inc., an Ohio corporation Northeast Ohio Natural Gas Corp., an Ohio corporation Middlesex Water Company Xxxxxx Natural Gas Company, an Ohio corporation Penobscot Natural Gas Company, Inc., a Maine corporation Public Gas Company, Inc., a Kentucky corporation Spelman Pipeline Holdings, LLC, an Ohio limited liability companyX. Xxxx A. Xxxxx X’Xxxxxx

Sophisticated Parties; No Fiduciary Relationship. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 108, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 10 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Act and the Exchange Act. Each of the The Company and Selling Shareholder acknowledges and agrees that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Selling ShareholdersCompany, on the one hand, and the Underwriters, on the other hand, have an arms-length business relationship that creates no fiduciary duty on the part of the Underwriter and all of the parties expressly disclaim any fiduciary relationship. If the foregoing correctly sets forth your understanding of our agreement, please sign and return to the Company the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, By: /s/ Xxxxxx Hxxxxx X. Xxxxx Xxxxxxx Name: Xxxxxx Hxxxxx X. Xxxxx Xxxxxxx Title: Vice President and Chief Financial Executive Officer (under Amended and Restated Trust Agreement Dated February 24, 2012) By: /s/ Xxxxxxx X. Xxxxxxx, Trustee Name: Xxxxxxx X. Xxxxxxx, Trustee The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXXXXX JXXXXX MXXXXXXXXX XXXXX LLC By: /s/ Xxxxxx X. Xxxxxx, Xx. B. Jxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxx, Xx. B. Jxxx Xxxxxxxx Title: Managing Director Director, Co-Head of Infrastructure Consumer & Retail Group Underwriter Number By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director, Co-Head of Firm Shares to be Purchased Equity Capital Markets Jxxxxx Mxxxxxxxxx Xxxxx LLC 1,080,000 RXXX Capital Partners, LLC 630,000 Feltl and Company, Inc. 90,000 Total 1,800,000 None Hxxxxx X. Xxxxxxx Jxxxxx X. Xxxxxx Axxx Xxxxxx Axxx X. Xxxxxx Jxxx X. Xxxxxxxxx Lxxxx X. Xxxx Gxxxxx X. Kxxxxxx Xxxx W.X. Xxxxxxxx Rxxxxx Xxxxxxxxx Axxxx Xxxxxxxxx Kxxxx X. Xxxxxx Rxxxxx X. Xxxxxx Sxxxx Xxxxxx Calavo Growers, Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC 700,000 None. Bangor Gas Company, LLC, a Maine limited liability company Xxxxxxxx Gas Corp., an Ohio corporation Cut Bank Gas 1000 Xxxx Xxxxxx Xxxxxxxxxxxx XX 00000 Re: Limoneira Company Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into among Limoneira Company, a Montana Delaware corporation Energy West Development(the “Company”), Inc.and Jxxxxx Mxxxxxxxxx Xxxxx LLC (“Janney”), as representative of a Montana corporation Energy Westgroup of underwriters named therein (collectively, Incorporatedthe “Underwriters”), relating to the proposed public offering (the “Offering”) of common stock, par value $0.01 per share (“Common Stock”), of the Company. In order to induce you to enter into the Underwriting Agreement, and in light of the benefits that the Offering will confer upon the undersigned in his or her capacity as a Montana corporation Energy West Propertiessecurity holder and/or an officer, LLC, a North Carolina limited liability company Energy West Propane, Inc., a Montana corporation Energy West Resources, Inc., a Montana corporation Frontier Natural Gas director or employee of the Company, LLCand for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, for a North Carolina limited liability company Frontier Natural Gas Virginiaperiod (the “Lock-Up Period”) of ninety (90) days following the date of the Underwriting Agreement, LLCthe undersigned will not, without the prior written consent of Janney, on behalf of the Underwriters, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (“Convertible Stock”) or announce the intention to otherwise dispose of any Common Stock or Convertible Stock (including, without limitation, shares of Common Stock, Convertible Stock or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares, the “Beneficially Owned Shares”)), (ii) enter into any swap, hedge or similar agreement or arrangement that transfers, in whole or in part, the economic risk of ownership of Common Stock, Convertible Stock or Beneficially Owned Shares, whether now owned or hereafter acquired by the undersigned, or with respect to which the undersigned has or hereafter acquires the power of disposition, (iii) engage in any short selling of the Common Stock or Convertible Stock, or (iv) publicly announce the intention to do any of the foregoing. To the extent any of the Underwriters is at such time providing research coverage to the Company and subject to the restrictions set forth in FINRA Rule 2711(f)(4), then if (a) the Company issues an earnings release or material news or a Virginia limited liability company Frontier Utilities material event relating to the Company occurs during the last seventeen (17) days of North Carolinathe Lock-Up Period, Inc.or (b) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period shall be extended and the restrictions imposed by this Lock-Up Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. Notwithstanding the foregoing, the undersigned may (a) transfer any or all of the shares of Common Stock or other Company securities if the transfer is (i) by gift, will, intestacy or otherwise by transfer of law, (ii) to a North Carolina corporation Gas Natural Energy Solutionstrust, LLCcorporation, an Ohio limited liability company Gas Natural Service Company, LLC, an Ohio limited liability company Great Plains Natural Gas Company, an Ohio corporation Independence Oil, LLC, a North Carolina limited liability company Kidron Pipeline, LLC, an Ohio limited liability company Lightning Pipeline Company, Inc., an Ohio corporation Northeast Ohio Natural Gas Corp., an Ohio corporation Xxxxxx Natural Gas Company, an Ohio corporation Penobscot Natural Gas Company, Inc., a Maine corporation Public Gas Company, Inc., a Kentucky corporation Spelman Pipeline Holdings, LLC, an Ohio limited liability company, partnership or other entity, for the direct or indirect benefit of the undersigned or a member or members of the immediate family of the undersigned, provided that any such transfer shall not involve a disposition for value, (iii) to a corporation, limited liability company, partnership or other entity of which all of the equity interest is owned by the undersigned or the immediate family of the undersigned or one or more entities described in (a)(ii) above, provided that any such transfer shall not involve a disposition for value, (iv) pursuant to a sale of the Company or an offer to purchase 100% of the outstanding Common Stock, whether pursuant to a merger, tender offer or otherwise, to a third party or group of third parties (collectively, a “Sale Transaction”), or (v) relating to shares of Common Stock or other securities acquired in open market transactions after completion of the Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, and (b) (i) enter into a trading plan established in accordance with Rule 10b5-1 under the Exchange Act, provided that no sale or other disposition under such plan may occur during the Lock-Up Period or (ii) affect transactions pursuant to an existing trading plan established in accordance with Rule 10b5-1; provided that in the case of any transfer or distribution pursuant to clause (a)(i), (ii) or (iii), each donee, pledgee, distributee or transferee shall sign and deliver a lock-up agreement substantially in the form of this Lock-Up Agreement. For the purposes of this paragraph, “immediate family” shall mean spouse, lineal descendant (including adopted children), father, mother, brother or sister of the transferor. The foregoing restrictions shall not apply to the exercise of any of the undersigned’s rights to acquire shares of Common Stock or other securities of the Company issued pursuant to any stock option or similar equity incentive or compensation plan approved by the Board of Directors of the Company (“Equity Incentive Grants”), provided that, in each case, such plan is in effect as of the date of this Lock-Up Agreement (it being understood that any subsequent sale, transfer or disposition of any Company securities issued upon exercise of such Equity Incentive Grants shall be subject to the restrictions set forth in this Lock-Up Agreement). Furthermore, to the extent the undersigned receives shares of Common Stock as part of an Equity Incentive Grant, the undersigned may offer, sell, contract to sell, or otherwise dispose of up to the number of such shares of Common Stock necessary to satisfy withholding tax obligations incurred by the undersigned in connection with such Equity Incentive Grant. Anything contained herein to the contrary notwithstanding, any person to whom shares of Common Stock, Convertible Stock or Beneficially Owned Shares are transferred from the undersigned (other than pursuant to a Sale Transaction) shall be bound by the terms of this Lock-Up Agreement. In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of legends and/or stop transfer orders with the transfer agent of the Common Stock with respect to any shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares except, in each case, if the proposed transfer would be permitted pursuant to this Lock-Up Agreement. It is further understood that, if the Company notifies the Underwriters that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective by March 31, 2013, or if the Offering is terminated prior to payment for and delivery of Common Stock to be sold thereunder, the undersigned will be released automatically and immediately from all obligations under this Lock-Up Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that this Lock-Up Agreement has been duly executed and delivered by the undersigned and is a valid and binding agreement of the undersigned. This Lock-Up Agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the undersigned and shall be binding upon the undersigned and upon the heirs, personal representatives, successors and assigns of the undersigned. The undersigned understands that (a) the Underwriters are entering into the Underwriting Agreement and proceeding with the Offering in reliance upon this Lock-Up Agreement, and (b) whether the Offering is consummated will depend on a number of factors, including market conditions. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. please sign and print your name to the right. Print Name

Sophisticated Parties; No Fiduciary Relationship. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 10 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the General Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. Each of the Company and Selling Shareholder acknowledges the Operating Partnership acknowledge and agrees agree that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Selling ShareholdersOperating Partnership, on the one hand, and the Underwriters, on the other hand, have an arms-length business relationship that creates no fiduciary duty on the part of the Underwriter and all of the parties expressly disclaim any fiduciary relationship. [Signature Page Follows.] If the foregoing correctly sets forth your understanding of our agreement, please sign and return to the Company the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, CITY OFFICE REIT, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Chief Financial Officer (under Amended and Restated Trust Agreement Dated February 24CITY OFFICE REIT OPERATING PARTNERSHIP, 2012) L.P. By: /s/ Xxxxxxx X. XxxxxxxCity Office REIT, Trustee Inc. By: Name: Xxxxxxx X. XxxxxxxTitle: CITY OFFICE REAL ESTATE MANAGEMENT INC. By: Name: Title: SECOND CITY CAPITAL PARTNERS II, Trustee LIMITED PARTNERSHIP By: Name: Title: GIBRALT U.S. INC. By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXXXXX XXXXX LLC By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Managing Director Head of Infrastructure Group XXXXXXXXXX SECURITIES, INC. By: Name: Title: Managing Director Underwriter Number of Firm Shares to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC 700,000 Xxxxxxxxxx Securities, Inc. None. Bangor Gas Company, LLC, a Maine limited liability company Xxxxxxxx Gas Corp., an Ohio corporation Cut Bank Gas Company, a Montana corporation Energy West Development, Inc., a Montana corporation Energy West, Incorporated, a Montana corporation Energy West Properties, LLC, a North Carolina limited liability company Energy West Propane, Inc., a Montana corporation Energy West Resources, Inc., a Montana corporation Frontier Natural Gas Company, LLC, a North Carolina limited liability company Frontier Natural Gas Virginia, LLC, a Virginia limited liability company Frontier Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Energy Solutions, LLC, an Ohio limited liability company Gas Natural Service Company, LLC, an Ohio limited liability company Great Plains Natural Gas Company, an Ohio corporation Independence Oil, LLC, a North Carolina limited liability company Kidron Pipeline, LLC, an Ohio limited liability company Lightning Pipeline Company, Inc., an Ohio corporation Northeast Ohio Natural Gas Corp., an Ohio corporation Xxxxxx Natural Gas Company, an Ohio corporation Penobscot Natural Gas Company, Inc., a Maine corporation Public Gas Company, Inc., a Kentucky corporation Spelman Pipeline Holdings, LLC, an Ohio limited liability company.

Sophisticated Parties; No Fiduciary Relationship. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 109, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 10 9 hereto fairly allocate the risks in light of the ability of the parties to investigate the CompanyMiddlesex, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Act and the Exchange Act. Each of the Company and Selling Shareholder Middlesex acknowledges and agrees that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Selling ShareholdersMiddlesex, on the one hand, and the Underwriters, on the other hand, have an arms-length business relationship that creates no fiduciary duty on the part of the any Underwriter and all of the parties each expressly disclaim disclaims any fiduciary relationship. If the foregoing correctly sets forth your understanding of our agreement, please sign and return to the Company Middlesex the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, MIDDLESEX WATER COMPANY By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: : A. Bxxxx X’Xxxxxx Vice President and President, Chief Financial Officer (under Amended and Restated Trust Agreement Dated February 24, 2012) By: /s/ Xxxxxxx X. Xxxxxxx, Trustee Name: Xxxxxxx X. Xxxxxxx, Trustee Controller The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXXXXX JXXXXX MXXXXXXXXX XXXXX LLC A.X. XXXXXXX & SONS, INC. By: /s/ Xxxxxx X. Xxxxxx, Xx. By: Name: Xxxxxx X. Xxxxxx, Xx. Name: Title: Managing Director Head Title: On behalf of Infrastructure Group each of the Underwriters named in Schedule I hereto On behalf of each of the Underwriters named in Schedule I hereto Underwriter Number of Firm Shares to be Purchased Xxxxxx Xxxxxxxxxx Jxxxxx Mxxxxxxxxx Xxxxx LLC 700,000 NoneA.X. Xxxxxxx & Sons, Inc. Total 1,300,000 Lock-Up Agreements are to be delivered by the following persons and entities immediately prior to the time the SEC declares the Registration Statement effective: 1. Bangor Gas CompanyMiddlesex is a corporation duly incorporated and validly existing in good standing under the laws of the State of New Jersey, LLCwith full corporate power and authority to own, a Maine limited liability company Xxxxxxxx Gas Corp.lease and operate its properties and to conduct its business as described in the Registration Statement, an Ohio corporation Cut Bank Gas Company, a Montana corporation Energy West Development, Inc., a Montana corporation Energy West, Incorporated, a Montana corporation Energy West Properties, LLC, a North Carolina limited liability company Energy West Propane, Inc., a Montana corporation Energy West Resources, Inc., a Montana corporation Frontier Natural Gas Company, LLC, a North Carolina limited liability company Frontier Natural Gas Virginia, LLC, a Virginia limited liability company Frontier Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Energy Solutions, LLC, an Ohio limited liability company Gas Natural Service Company, LLC, an Ohio limited liability company Great Plains Natural Gas Company, an Ohio corporation Independence Oil, LLC, a North Carolina limited liability company Kidron Pipeline, LLC, an Ohio limited liability company Lightning Pipeline Company, Inc., an Ohio corporation Northeast Ohio Natural Gas Corp., an Ohio corporation Xxxxxx Natural Gas Company, an Ohio corporation Penobscot Natural Gas Company, Inc., a Maine corporation Public Gas Company, Inc., a Kentucky corporation Spelman Pipeline Holdings, LLC, an Ohio limited liability companythe Disclosure Package and the Prospectus.

Sophisticated Parties; No Fiduciary Relationship. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 109, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 10 9 hereto fairly allocate the risks in light of the ability of the parties to investigate the CompanyYork Water, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Act and the Exchange Act. Each of the Company and Selling Shareholder York Water acknowledges and agrees that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Selling ShareholdersYork Water, on the one hand, and the UnderwritersUnderwriter, on the other hand, have an arms-length business relationship that creates no fiduciary duty on the part of the Underwriter and all of the parties it expressly disclaim disclaims any fiduciary relationship. If the foregoing correctly sets forth your understanding of our agreement, please sign and return to the Company York Water the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, THE YORK WATER COMPANY By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxx Title: Vice President and Chief Financial Executive Officer (under Amended and Restated Trust Agreement Dated February 24, 2012) By: /s/ Xxxxxxx X. Xxxxxxx, Trustee Name: Xxxxxxx X. Xxxxxxx, Trustee The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXXXXX XXXXX LLC By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxxx X. Xxxxx-Xxxxxx X. Xxxxxx, Xx. Title: Managing Senior Vice President, Director Head of Infrastructure Group Underwriter Number of Investment Banking 645,000 Firm Shares to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC 700,000 None. Bangor Gas Company, LLC, a Maine limited liability company Xxxxxxxx Gas Corp., an Ohio corporation Cut Bank Gas Company, a Montana corporation Energy West Development, Inc., a Montana corporation Energy West, Incorporated, a Montana corporation Energy West Properties, LLC, a North Carolina limited liability company Energy West Propane, Inc., a Montana corporation Energy West Resources, Inc., a Montana corporation Frontier Natural Gas Company, LLC, a North Carolina limited liability company Frontier Natural Gas Virginia, LLC, a Virginia limited liability company Frontier Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Energy Solutions, LLC, an Ohio limited liability company Gas Natural Service Company, LLC, an Ohio limited liability company Great Plains Natural Gas Company, an Ohio corporation Independence Oil, LLC, a North Carolina limited liability company Kidron Pipeline, LLC, an Ohio limited liability company Lightning Pipeline Company, Inc., an Ohio corporation Northeast Ohio Natural Gas Corp., an Ohio corporation Xxxxxx Natural Gas Company, an Ohio corporation Penobscot Natural Gas Company, Inc., a Maine corporation Public Gas Company, Inc., a Kentucky corporation Spelman Pipeline Holdings, LLC, an Ohio limited liability companyat $17.90 per share

Sophisticated Parties; No Fiduciary Relationship. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 109, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 10 9 hereto fairly allocate the risks in light of the ability of the parties to investigate the CompanyCWCO, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Act and the Exchange Act. Each of the Company and Selling Shareholder CWCO acknowledges and agrees that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Selling ShareholdersCWCO, on the one hand, and the Underwriters, on the other hand, have an arms-length business relationship that creates no fiduciary duty on the part of the any Underwriter and all of the parties each expressly disclaim disclaims any fiduciary relationship. If the foregoing correctly sets forth your understanding of our agreement, please sign and return to the Company CWCO the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, CONSOLIDATED WATER CO. LTD. By: /s/ Xxxxxx Fxxxxxxxx X. Xxxxx Name: Xxxxxx XxXxxxxxx Fxxxxxxxx X. Xxxxx Title: Vice XxXxxxxxx President and Chief Financial Executive Officer (under Amended and Restated Trust Agreement Dated February 24, 2012) By: /s/ Xxxxxxx X. Xxxxxxx, Trustee Name: Xxxxxxx X. Xxxxxxx, Trustee The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXXXXX JXXXXX MXXXXXXXXX XXXXX LLC, As Representative of the several Underwriters named on Schedule I By: JXXXXX MXXXXXXXXX XXXXX LLC By: /s/ Jxxxxx X. Xxxxxx Jxxxxx X. XxxxxxXxxxxx Principal BOENNING & SCATTERGOOD, XxINC., BXXXX XXXXXX, CARRET & CO., LLC, As Representative of the several Underwriters named on Schedule I As Representative of the several Underwriters named on Schedule I By: BOENNING & SCATTERGOOD, INC. NameBy: Xxxxxx X. XxxxxxBXXXX XXXXXX, Xx. TitleCARRET & CO., LLC By: Managing Director Head of Infrastructure Group Underwriter /s/ Hxxxxx Xxxxxxxxxxx By: /s/ Bxxx XxXxxxxxx Hxxxxx Xxxxxxxxxxx Bxxx XxXxxxxxx Chairman and Chief Executive Officer President and Chief Executive Officer Number of Firm Shares Underwriter to be Purchased Xxxxxx Xxxxxxxxxx Jxxxxx Mxxxxxxxxx Xxxxx LLC 700,000 None1,100,000 Boenning & Scattergood, Inc. 200,000 Bxxxx Xxxxxx, Carret & Co., LLC 200,000 Total 1,500,000 Lock-Up Agreements are to be delivered by the following persons and entities immediately prior to the time the SEC declares the Registration Statement effective: Jxxxxxx X. Xxxxxx Fxxxxxxxx X. XxXxxxxxx Dxxxx X. Xxxxxxx Rxxxxxx Xxxxxxxxxxx Gxxxxxx X. XxXxxxxxx Rxxxxx X. Xxxxxxxx Gxxxxx X. Xxxxxxx Wxxxxxx X. Xxxxxxx Bxxxx X. Xxxxxx Sxxxxx X. Xxxx Cxxxxx X. Xxxxxx Rxxxxxx X. Xxxxxx Cxxxxxxx X. Xxxxxxx, Xx. Bangor Gas CompanyWxxxxx Xxxxxxxx Lxxxxxx Xxxxxxx Rxxxxxx Xxxxxxxxx 1. CWCO has been duly organized and is validly existing as a corporation in good standing under the laws of the Cayman Islands with corporate power and authority to own its properties and conduct its business as described in the Registration Statement, LLCthe Disclosure Package and the Prospectus. 2. Each CWCO Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority to own its properties and conduct its current business. The outstanding shares of capital stock of each CWCO Subsidiary owned by CWCO, directly or indirectly, have been duly authorized and validly issued, are fully paid and non-assessable and are owned by CWCO, either directly or indirectly, free and clear of all liens, encumbrances and security interests. To the best knowledge of such counsel, no options, warrants or other rights to purchase any shares of capital stock of CWCO are outstanding. 3. CWCO has authorized and outstanding capital stock as set forth under the caption “Capitalization” in the Registration Statement, the Disclosure Package and the Prospectus and the authorized Ordinary Shares have been duly authorized. The outstanding shares of Ordinary Shares have been duly authorized and validly issued and are fully paid and non-assessable. The Ordinary Shares conform as to legal matters to the description thereof contained in the Registration Statement, the Disclosure Package and the Prospectus. Certificates for the Ordinary Shares to be sold by CWCO pursuant to this Agreement (the “Shares”) are in due and proper form and the have been duly authorized and will be validly issued, fully paid and non-assessable when issued and paid for as contemplated by this Agreement; and no preemptive rights of stockholders, by operation of law, or to the knowledge of such counsel, by contract exists with respect to any of the Shares or the issue and sale thereof. 4. Based on the oral advice of a Maine member of the Division of Corporation Finance of the SEC, the Registration Statement has become effective under the Act, and no stop order proceedings with respect thereto have been instituted or are pending or, to the best knowledge of such counsel, threatened under the Act. 5. The Registration Statement, the Disclosure Package and the Prospectus and each amendment or supplement thereto and each document incorporated by reference therein, comply as to form in all material respects with the requirements of the Act and the Exchange Act, as applicable, and the applicable rules and regulations thereunder (except that such counsel need express no opinion as to the financial statements and notes thereto, schedules and other financial and statistical information included or incorporated by reference therein). 6. The statements under the caption “Description of Capital Stock” in the Registration Statement, the Disclosure Package or the Prospectus, insofar as such statements constitute a summary of documents referred to therein or matters of law, are accurate and fairly present the information called for with respect to such documents and matters. 7. Such counsel does not know of any contracts or documents required to be filed as exhibits to, or incorporated by reference in, the Registration Statement or described in the Registration Statement, the Disclosure Package or the Prospectus that are not so filed, incorporated by reference or described as required, and such required contracts and documents as are summarized in the Registration Statement, the Disclosure Package or the Prospectus are fairly summarized in all material respects. 8. There are no material legal proceedings pending or to the knowledge of such counsel, threatened against any member of the CWCO Group, except as set forth in the Prospectus. 9. This Agreement has been duly authorized, executed and delivered by CWCO, and, assuming due execution by the Representatives of the Underwriters, constitutes the valid and binding agreement of CWCO, enforceable against CWCO, in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws relating to or affecting the enforcement of creditors’ rights generally and to general equitable principles and except as the enforceability of rights to indemnity and contribution under this Agreement may be limited liability company Xxxxxxxx Gas Corp.under applicable securities laws or the public policy underlying such laws. The execution and delivery of this Agreement and the consummation of the transactions herein contemplated does not and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the respective governing documents of each member of the CWCO Group, or to such counsel’s knowledge, any agreement or instrument to which any member of the CWCO Group is a party or by which any of them may be bound that is material to the CWCO Group, taken as a whole. 10. No approval, consent, order or authorization by any regulatory, administrative or other governmental body is necessary in connection with the execution and delivery of this Agreement and the consummation of the transactions herein contemplated (other than as may be required by the NASD or by state securities and Blue Sky laws as to which such counsel need express no opinion). 11. Neither CWCO nor any of its subsidiaries is an Ohio corporation Cut Bank Gas Company“investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder. 12. In addition to the matters set forth above, although such counsel has not undertaken, except as otherwise indicated in this opinion, to determine independently, and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or the Prospectus, such counsel has participated in the preparation of the Registration Statement, the Disclosure Package and the Prospectus, including review and discussion of the contents thereof, and nothing has come to the attention of such counsel that would cause such counsel to have reason to believe that (a) the Registration Statement or any post-effective amendment thereto on the date it became effective, contained any untrue statement of a Montana corporation Energy West Development, Inc., a Montana corporation Energy West, Incorporated, a Montana corporation Energy West Properties, LLC, a North Carolina limited liability company Energy West Propane, Inc., a Montana corporation Energy West Resources, Inc., a Montana corporation Frontier Natural Gas Company, LLC, a North Carolina limited liability company Frontier Natural Gas Virginia, LLC, a Virginia limited liability company Frontier Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Energy Solutions, LLC, an Ohio limited liability company Gas Natural Service Company, LLC, an Ohio limited liability company Great Plains Natural Gas Company, an Ohio corporation Independence Oil, LLC, a North Carolina limited liability company Kidron Pipeline, LLC, an Ohio limited liability company Lightning Pipeline Company, Inc., an Ohio corporation Northeast Ohio Natural Gas Corp., an Ohio corporation Xxxxxx Natural Gas Company, an Ohio corporation Penobscot Natural Gas Company, Inc., a Maine corporation Public Gas Company, Inc., a Kentucky corporation Spelman Pipeline Holdings, LLC, an Ohio limited liability companymaterial fact or omitted to state any material fact necessary