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/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President and Chief Operating Officer (under Trust Agreement Dated January 13, 1995, as amended on February 24, 2012) By: /s/ Xxxxxxx X. 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 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 Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Resources, Inc., an Ohio 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, By: /s/ Xxxxxx X. Xxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxx X. Xxxxxxxxxx Title: Vice President and Chief Operating Financial Officer (under Amended and Restated Trust Agreement Dated January 13, 1995, as amended on February 24, 2012) By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx, Trustee 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 907,324 BB&T Capital Markets 113,415.5 Xxxxxxxxxx Securities, Inc. 113,415.5 700,000 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 ResourcesEnergy Solutions, Inc.LLC, an Ohio corporation 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 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 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/ Xxxxx Fxxxxxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: XxXxxxxxx President and Chief Operating Executive Officer (under Trust Agreement Dated January 13, 1995, as amended on February 24, 2012) By: /s/ Xxxxxxx X. 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 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 Trust: 1,006,911 its jurisdiction of incorporation and has the corporate power and authority to own its properties and conduct its current business. The outstanding shares Xxxxx: 47,244 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 Company: 80,000 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 Underwriter Number of Firm 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 907,324 BB&T 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 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 Markets 113,415.5 Xxxxxxxxxx SecuritiesStock” in the Registration Statement, Inc. 113,415.5 Nonethe 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. 0000 Xxxxxxx Xxxxxx LLCSuch 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 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 limited liability company Bangor Gas Company“investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, LLCas 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 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 Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Resources, Inc., an Ohio 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 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 107, 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 The Company and the Prospectus (Operating Partnership acknowledge 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 agree that each Underwriter in connection with all aspects of each transaction contemplated by this Agreement, providing investment banking services to the Company and the Selling ShareholdersOperating Partnership in connection with the offering, on including in acting pursuant to the one handterms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary and the Company and the Operating Partnership do not intend such Underwriter to act in any capacity other than as an independent contractor, including as a fiduciary or in any other position of higher trust. Additionally, neither the Representative nor any other Underwriter is advising the Company and the Operating Partnership, or any other person, as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Operating Partnership shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters, on Underwriters shall have no responsibility or liability to the other hand, have an arms-length business relationship that creates no fiduciary duty on Company or the part Operating Partnership with respect thereto. Any review by the Underwriters of the Underwriter and all Company or the Operating Partnership, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the parties expressly disclaim any fiduciary relationshipUnderwriters and shall not be on behalf of the Company or the Operating Partnership. [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, By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President and Chief Operating Officer (under Trust Agreement Dated January 13CITY OFFICE REIT, 1995, as amended on February 24, 2012) INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. XxxxxxxXxxxxxx Title: CFO CITY OFFICE REIT OPERATING PARTNERSHIP, Trustee L.P. By: City Office REIT, Inc. By: /s/ Xxxxxx X. Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxx Xxxxxxx Xxxxxxx Title: CFO [Signature Page to the Underwriting Agreement] The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXXXXX XXXXX LLC DEUTSCHE BANK SECURITIES INC. As Representative of the several Underwriters listed in Schedule I hereto By: Deutsche Bank Securities Inc. By: /s/ Xxxxxx X. Xxxxxx, Xx. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxx, Xx. Xxxx Xxxxxxxx Title: Managing Director Head of Infrastructure Group TrustBy: 1,006,911 shares Xxxxx/s/ Xxxxx Xxxxxxx Name: 47,244 shares CompanyXxxxx Xxxxxxx Title: 80,000 shares Managing Director [Signature Page to the Underwriting Agreement] Underwriter Number of Firm Shares to be Purchased Deutsche Bank Securities Inc. 2,835,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 907,324 BB&T Capital Markets 113,415.5 910,000 Xxxxxxxxxx Securities, Inc. 113,415.5 None1,610,000 Xxxxxxxxxxx & Co. Inc. 630,000 X.X. Xxxxxxxx & Co. 665,000 Compass Point Research &Trading, LLC 350,000 Total 7,000,000 1. 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 Utilities The initial price to the public: $11.40 per share 2. Number of North Carolina, Inc., a North Carolina corporation Gas Natural Resources, Inc., an Ohio 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 companyFirm Shares: 7,000,000

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/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President and Chief Operating Officer (under Trust Agreement Dated January 13CITY OFFICE REIT OPERATING PARTNERSHIP, 1995, as amended on February 24, 2012) L.P. By: /s/ Xxxxxxx X. Xxxxxxx City Office REIT, Inc. By: Name: Xxxxxxx X. Xxxxxxx, Trustee Title: CITY OFFICE REAL ESTATE MANAGEMENT INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: SECOND CITY CAPITAL PARTNERS II, 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 TrustXXXXXXXXXX SECURITIES, INC. By: 1,006,911 shares XxxxxName: 47,244 shares CompanyTitle: 80,000 shares Managing Director Underwriter Number of Firm Shares to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC 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 Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Resources, Inc., an Ohio 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/ A. Xxxxx X. Xxxxxxxxxx X’Xxxxxx Name: A. Xxxxx X. Xxxxxxxxxx X’Xxxxxx Title: Vice President and Chief Operating Financial Officer (under Trust Agreement Dated January 13, 1995, as amended on February 24, 2012) By: /s/ Xxxxxxx X. 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 XXXXXX X. XXXXX & CO., L.P. 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 On behalf of each of the Underwriters named in Schedule I hereto Underwriter Number of Firm Shares to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC 907,324 BB&T Capital Markets 113,415.5 Xxxxxxxxxx Securities1,530,000 Xxxxxx X. Xxxxx & Co., Inc. 113,415.5 L.P. 170,000 Total 1,700,000 None. 0000 Xxxxxxx Middlesex Water Company 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 Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Resources, Inc., an Ohio 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 X. Xxxx A. 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 companyX’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 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/ Xxxxx Xxxxxxxx X. Xxxxxxxxxx Xxxxxx Name: Xxxxx Xxxxxxxx X. Xxxxxxxxxx Xxxxxx Title: President Chief Financial Officer and Chief Operating Officer (under Trust Agreement Dated January 13, 1995, as amended on February 24, 2012) By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx, Trustee By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Treasurer 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. Xxxxx Name: Xxxxxx X. Xxxxxx, Xx. Xxxxx Title: Managing Director Head Director 1. Pricing Term Sheet 1. York Water is validly subsisting as a corporation under the laws of Infrastructure Group Trust: 1,006,911 shares Xxxxx: 47,244 shares Company: 80,000 shares Underwriter Number the Commonwealth of Firm Shares Pennsylvania with corporate power and authority to own its properties and conduct its business as described in the Prospectus. 2. Such Counsel does not know of any contracts or documents of a character required by the Securities Act to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC 907,324 BB&T Capital Markets 113,415.5 Xxxxxxxxxx Securitiesdescribed in the Registration Statement, Inc. 113,415.5 Nonethe Statutory Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that are not described and filed as required. 3. 0000 Xxxxxxx Xxxxxx LLCNo consent, authorization, approval or order of, or registration or filing with, any federal or state governmental or regulatory commission, board, body, authority or agency is required to be obtained or made by York Water in connection with the issuance and sale of the Notes, and the consummation by York Water of the transactions contemplated by the Underwriting Agreement, other than such as have previously been obtained, including, without limitation, registration of the Notes under the Securities Act; provided, however, that such counsel need express no opinion as to (a) state securities or blue sky laws or foreign securities laws of the various jurisdictions in which the Notes are being offered by the Underwriter, and (b) the exemption from or approval by the Financial Industry Regulatory Authority of the terms and conditions of the Underwriting Agreement and (c) any governmental consents, authorizations or approvals required as a result of York Water’s status as a regulated public utility in Pennsylvania. 4. The Registration Statement as of the Effective Time, the Statutory Prospectus and the Prospectus, including the documents incorporated by reference therein, and each amendment or supplement to the Prospectus, as of the time each such document was filed with the Commission (other than the financial statements, schedules, financial notes, other financial, accounting or statistical data or information about internal control over financial reporting included therein, or incorporated by reference therein, as to which counsel need not express an opinion) appeared on its face to be appropriately responsive in all material respects to all requirements of the Securities Act and the applicable rules and regulations thereunder. As of the date the Registration Statement was initially filed with the Commission, or if more recent, the most recent date on which the Registration Statement was amended for the purposes of complying with Section 10(a)(3) of the Securities Act, the eligibility requirements for the use of Form S-3 by York Water have been satisfied. 5. The Indenture and the Notes have been duly authorized, executed and delivered by York Water, and the Indenture has been duly qualified under the Trust Indenture Act. 6. The Indenture constitutes a legal, valid and binding agreement of York Water, enforceable against York Water in accordance with its terms subject to the qualification that the enforceability of obligations of York Water thereunder may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting rights and remedies of creditors generally, and by general principles of equity. 7. The Notes, when authenticated by the Trustee in the manner provided in the Indenture and delivered to and paid for by the Underwriter pursuant to the Underwriting Agreement, will constitute, legal, valid and binding obligations of York Water, enforceable against York Water in accordance with their terms, subject to the qualification that the enforceability of obligations of York Water thereunder may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting rights and remedies of creditors generally, and by general principles of equity. 8. The Underwriting Agreement has been duly authorized, executed and delivered by York Water and, assuming due execution by the Underwriter, is a valid and binding obligation of York Water enforceable against York Water in accordance with its terms, except as enforcement of rights to indemnity and contribution thereunder may be limited by federal or state securities laws or principles of public policy, and subject to the qualification that the enforceability of obligations of York Water thereunder may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting rights and remedies of creditors generally, and by general principles of equity. The execution and delivery of the Underwriting Agreement and the consummation of the transactions contemplated thereby do not and will not result in a breach of, or constitute a default under (nor constitute any event that, with notice, lapse of time, or both, would result in any breach of or default under), or conflict with the provision of the articles of incorporation or bylaws of York Water, the provisions of the Pennsylvania Business Corporation Law, or any provision of any agreement or instrument filed as an exhibit to, or incorporated by reference in, the Registration Statement. 9. York Water is not and, after giving effect to the offering and sale of the Notes, will not be, an Ohio limited liability company Bangor Gas Company“investment company” as defined in the Investment Company Act of 1940, LLCas amended, a Maine limited liability company Xxxxxxxx Gas Corp.assuming that the net proceeds of the Notes are applied by York Water as disclosed in the paragraph captioned “Use of Proceeds” in the Statutory Prospectus. 10. To counsel’s knowledge, an Ohio corporation Cut Bank Gas Companythere are no legal or other proceedings pending or threatened against York Water before or by any federal or state governmental or regulatory commission, a Montana corporation Energy West Developmentboard, Inc.body, a Montana corporation Energy Westauthority or agency that are required to be described in the Registration Statement, Incorporatedthe Statutory Prospectus or the Prospectus that are not so described as required. 11. The Registration Statement has become effective under the Securities Act and, a Montana corporation Energy West Montanato such counsel’s knowledge, 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 Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Resources, Inc., an Ohio 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 companyno stop order proceedings with respect thereto have been instituted or are pending or threatened under the Securities Act.

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/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President and Chief Operating Officer XXXXXXX X. XXXXXXX TRUST (under Restated Trust Agreement Dated January 13, 1995, as amended on February 24, 2012) By: /s/ Xxxxxxx X. 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 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 Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Resources, Inc., an Ohio 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 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 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/ Xxxxx Hxxxxx X. Xxxxxxxxxx Xxxxxxx Name: Xxxxx Hxxxxx X. Xxxxxxxxxx Xxxxxxx Title: President and Chief Operating Executive Officer (under Trust Agreement Dated January 13, 1995, as amended on February 24, 2012) By: /s/ Xxxxxxx X. 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 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 TrustBy: 1,006,911 shares Xxxxx/s/ Cxxxxxx Xxxxxx Name: 47,244 shares Cxxxxxx Xxxxxx Title: Managing Director, Co-Head of Equity Capital Markets Jxxxxx Mxxxxxxxxx Xxxxx LLC 1,080,000 RXXX Capital Partners, LLC 630,000 Feltl and Company: 80,000 shares Underwriter Number of Firm Shares to be Purchased , 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 907,324 BB&T Capital Markets 113,415.5 Xxxxxxxxxx Securities, Inc. 113,415.5 None. 0000 Xxxxxxx 1000 Xxxx 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 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 Montanasecurity holder and/or an officer, 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 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 Utilities period (the “Lock-Up Period”) of North Carolinaninety (90) days following the date of the Underwriting Agreement, Inc.the 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 North Carolina corporation Gas Natural Resourcesmaterial event relating to the Company occurs during the last seventeen (17) days of the Lock-Up Period, Inc.or (b) prior to the expiration of the Lock-Up Period, an Ohio corporation Gas Natural Service Companythe Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period, LLCthen 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, an Ohio limited liability company Great Plains Natural Gas Companythe undersigned may (a) transfer any or all of the shares of Common Stock or other Company securities if the transfer is (i) by gift, an Ohio corporation Independence Oilwill, LLCintestacy or otherwise by transfer of law, (ii) to a North Carolina limited liability company Independence Oil Real Estate 1trust, a North Carolina limited liability company Independence Oil Real Estate 2corporation, 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, 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 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/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President and Chief Operating Officer (under Amended and Restated Trust Agreement Dated January 13, 1995, as amended on February 24, 2012) By: /s/ Xxxxxxx X. 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 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 ResourcesEnergy Solutions, Inc.LLC, an Ohio corporation 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 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 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/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President and Chief Operating Officer (under Trust Agreement Dated January 13CITY OFFICE REIT OPERATING PARTNERSHIP, 1995, as amended on February 24, 2012) L.P. By: /s/ Xxxxxxx X. Xxxxxxx City Office REIT, Inc. By: Name: Xxxxxxx X. Xxxxxxx, Trustee Title: CITY OFFICE REAL ESTATE MANAGEMENT INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: SECOND CITY CAPITAL PARTNERS II, LIMITED PARTNERSHIP By: Name: Title: GIBRALT US, 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 TrustXXXXXXXXXX SECURITIES, INC. By: 1,006,911 shares XxxxxName: 47,244 shares CompanyTitle: 80,000 shares Managing Director Underwriter Number of Firm Shares to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC 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 Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Resources, Inc., an Ohio 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 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/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President and Chief Operating Officer (under Trust Agreement Dated January 13, 1995, as amended on February 24, 2012) By: /s/ Xxxxxxx X. 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 907,324 1,200,000 BB&T Capital Markets 113,415.5 Xxxxxxxxxx Markets, a division of BB&T Securities, Inc. 113,415.5 LLC 150,000 Xxxxxxxxxx Securities 150,000 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 Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Resources, Inc., an Ohio 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 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/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President : A. Bxxxx X’Xxxxxx Vice President, Chief Financial Officer and Chief Operating Officer (under Trust Agreement Dated January 13, 1995, as amended on February 24, 2012) By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx, Trustee By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx 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 Trust: 1,006,911 shares Xxxxx: 47,244 shares Company: 80,000 shares 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 907,324 BB&T Capital Markets 113,415.5 Xxxxxxxxxx SecuritiesA.X. Xxxxxxx & Sons, Inc. 113,415.5 NoneTotal 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. 0000 Xxxxxxx Xxxxxx LLCMiddlesex is a corporation duly incorporated and validly existing in good standing under the laws of the State of New Jersey, an Ohio limited liability company Bangor Gas Companywith full corporate power and authority to own, LLClease and operate its properties and to conduct its business as described in the Registration Statement, 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 Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Resources, Inc., an Ohio 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 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 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/ Xxxxx Fxxxxxxxx X. Xxxxxxxxxx Name: Xxxxx XxXxxxxxx Fxxxxxxxx X. Xxxxxxxxxx Title: XxXxxxxxx President and Chief Operating Executive Officer (under Trust Agreement Dated January 13, 1995, as amended on February 24, 2012) By: /s/ Xxxxxxx X. 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 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 Trust/s/ Hxxxxx Xxxxxxxxxxx By: 1,006,911 shares Xxxxx: 47,244 shares Company: 80,000 shares Underwriter /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 907,324 BB&T Capital Markets 113,415.5 Xxxxxxxxxx Securities1,100,000 Boenning & Scattergood, Inc. 113,415.5 None200,000 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. 0000 Wxxxxx Xxxxxxxx Lxxxxxx Xxxxxxx Xxxxxx LLCRxxxxxx 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, the 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 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 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 limited liability company Bangor Gas Company“investment company” within the meaning of the Investment Company Act of 1940, LLCas 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 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 Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Resources, Inc., an Ohio 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 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 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 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 the Operating Partnership acknowledges and agrees 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 Underwriters 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/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President and Chief Operating Officer (under Trust Agreement Dated January 13CITY OFFICE REIT OPERATING PARTNERSHIP, 1995, as amended on February 24, 2012) L.P. By: /s/ Xxxxxxx X. Xxxxxxx City Office REIT, Inc. By: Name: Xxxxxxx X. Xxxxxxx, Trustee Title: CITY OFFICE REAL ESTATE MANAGEMENT INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: [Signature Page to the Underwriting Agreement] 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 TrustXXXXXXXXXX SECURITIES, INC. By: 1,006,911 shares XxxxxName: 47,244 shares CompanyTitle: 80,000 shares Managing Director XXXXXXXXXXX & CO. INC. By: Name: Title: Managing Director [Signature Page to the Underwriting Agreement] Underwriter Number of Firm Shares to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC 907,324 BB&T Capital Markets 113,415.5 Xxxxxxxxxx Securities, Inc. 113,415.5 NoneXxxxxxxxxxx & Co. Inc. Total [—] 1. 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 Utilities The initial price to the public: $[—] per share 2. Number of North Carolina, Inc., a North Carolina corporation Gas Natural Resources, Inc., an Ohio 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 companyFirm Shares: [—]