Common use of Transaction References Clause in Contracts

Transaction References. The Company agrees that Prudential Capital Group may (a) refer to its role in the origination of the purchase of the Notes from the Company, as well as the identity of the Company, the aggregate principal amount and issue date of the Notes and the aggregate principal amount of the Facility, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium, and (b) display the Company’s corporate logo in conjunction with any such reference. * * * * * Very truly yours, THE COMPANY: CUBIC CORPORATION, a Delaware corporation By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer THE GUARANTORS: CUBIC TRANSPORTATION SYSTEMS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC APPLICATIONS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC DEFENSE APPLICATIONS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC SIMULATION SYSTEMS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer OMEGA TRAINING GROUP, INC., a Georgia corporation By: /s/ Xxxxxx X. Xxxxxxxxx Title: President By: /s/ Xxxxx X. Xxxxxxx Title: Secretary ABRAXAS CORPORATION, INC., a Virginia corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer The foregoing is hereby agreed to as of the date thereof. PRUDENTIAL INVESTMENT MANAGEMENT, INC. By: /s/ Xxxxx Xxxxxxxxxx Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxxx Xxxxxxxxxx Vice President AMERICAN INCOME LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx Xxxxxxxxxx Vice President LIBERTY NATIONAL LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx Xxxxxxxxxx Vice President FORETHOUGHT LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx Xxxxxxxxxx Vice President INFORMATION SCHEDULE Authorized Officers for PIM Xxxxx Xxxxxxxxxx Managing Director PRUDENTIAL CAPITAL GROUP 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxxxx Xxxxx Vice President PRUDENTIAL CAPITAL GROUP 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxx XxXxxxx PRUDENTIAL CAPITAL GROUP 000 Xxxxxxxx Xxxxxx 0 Xxxxxxx Xxxxxx Xxxx Xxxxxx, Xxx Xxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxxx Xxxxxx PRUDENTIAL CAPITAL GROUP 000 Xxxxxxxx Xxxxxx 0 Xxxxxxx Xxxxxx Xxxx Xxxxxx, Xxx Xxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000

Transaction References. The Company agrees that Prudential Capital Group may (a) refer to its role in the origination and structuring of the Facility and the purchase of the Series A Notes thereunder from the Company, as well as the identity of the Company, Company and the aggregate principal amount and issue date of the Series A Notes and the aggregate principal amount under the Facility for the potential future issue of the Facilityother Series of Notes, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium, and (b) display the Company’s corporate logo in conjunction with any such reference. * * * * *     Very truly yours,  THE COMPANY: CUBIC CORPORATION, a Delaware corporation WD-40 COMPANY   By: /s/ Xxxxxxx XXX X. Xxxxx XXXXXXX  Name: Xxx X. Xxxxxxx X. Xxxxx  Title: Chief Executive Officer By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer THE GUARANTORS: CUBIC TRANSPORTATION SYSTEMS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC APPLICATIONS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC DEFENSE APPLICATIONS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC SIMULATION SYSTEMS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer OMEGA TRAINING GROUP, INC., a Georgia corporation By: /s/ Xxxxxx X. Xxxxxxxxx Title: President By: /s/ Xxxxx X. Xxxxxxx Title: Secretary ABRAXAS CORPORATION, INC., a Virginia corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CFO    The foregoing is hereby agreed to as of the date thereof. PRUDENTIAL INVESTMENT MANAGEMENT PGIM, INC.   By: /s/ Xxxxx Xxxxxxxxxx XXXX XXXXXXXX  Vice President    THE PRUDENTIAL INSURANCE COMPANY OF AMERICA   By: /s/ Xxxxx Xxxxxxxxxx XXXX XXXXXXXX  Vice President AMERICAN INCOME LIFE    FARMERS INSURANCE COMPANY EXCHANGE   By: Prudential Private Placement Investors,  L.P. (as Investment Advisor)   By: Prudential Private Placement Investors, Inc.  L.P. (as its General PartnerInvestment Advisor)   By: /s/ Xxxxx Xxxxxxxxxx XXXX XXXXXXXX  Vice President LIBERTY NATIONAL LIFE    MID CENTURY INSURANCE COMPANY   By: Prudential Private Placement Investors,  L.P. (as Investment Advisor)   By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx Xxxxxxxxxx Vice President FORETHOUGHT LIFE INSURANCE COMPANY By: Prudential Private Placement Investors,  L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner)   By: /s/ Xxxxx Xxxxxxxxxx XXXX XXXXXXXX  Vice President      Vice President INFORMATION SCHEDULE Authorized Officers for PIM  xxxxxxxx.xxxxx@xxxxxxxxxx.xxx Xxxx Xxxxxxxx Vice President PRUDENTIAL CAPITAL GROUP 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Telephone:(000) 000-0000 Facsimile:(000) 000-0000 Email: xxxx.xxxxxxxx@xxxxxxxxxx.xxx Xxxxxxxx Xxxxx Vice President PRUDENTIAL CAPITAL GROUP 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Telephone:(000) 000-0000 Facsimile:(000) 000-0000 Email: xxxxxxxx.xxxxx@xxxxxxxxxx.xxx Xxxxx Xxxxxxxxxx Managing Director PRUDENTIAL CAPITAL GROUP 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Telephone: (000Telephone:(000) 000-0000 Facsimile: (000Facsimile:(000) 000-0000 Xxxxxxxx Xxxxx Vice President PRUDENTIAL CAPITAL GROUP 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 TelephoneEmail: (000) 000-0000 Facsimile: (000) 000-0000 xxxxx.xxxxxxxxxx@xxxxxxxxxx.xxx Xxxxx XxXxxxx PRUDENTIAL CAPITAL GROUP Prudential Tower, 000 Xxxxxxxx Xxxxx Xxxxxx 0 Xxxxxxx Xxxxxx Xxxx 14th Floor – Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxx 00000 Telephone: (000Telephone:(000) 000-0000 Facsimile: (000Facsimile:(000) 000-0000 Xxxxxxx Xxxxxx PRUDENTIAL CAPITAL GROUP Prudential Tower, 000 Xxxxxxxx Xxxxx Xxxxxx 0 Xxxxxxx Xxxxxx Xxxx 14th Floor – Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxx 00000 Telephone: Telephone:(000) 000-0000 Facsimile:(000) 000-0000   Authorized Officers for the Company  Xxx Xxxxx, XX 00000 (858) 251-5603 (000) 000-0000 Facsimile: xxxxxxxx@xx00.xxx Xxx Xxxxx, XX 00000 (858) 251-5611 (000) 000-00000000 xxxxxxxxx@xx00.xxx Xxx Xxxxxxx Vice President, Finance; Treasurer and Chief Financial Officer WD-40 COMPANY 0000 Xxxxxxxxxxxx Xxxxxx Xxx Xxxxx, XX 00000 Telephone:(000) 000-0000 Facsimile:(000) 000-0000 Email: xxxxxxxx@xx00.xxx Xxxxxxx Xxxxxxxx Vice President, General Counsel and Corporate Secretary WD-40 COMPANY 0000 Xxxxxxxxxxxx Xxxxxx Xxx Xxxxx, XX 00000 Telephone:(000) 000-0000 Facsimile:(000) 000-0000 Email: xxxxxxxxx@xx00.xxx Xxxxx Xxxxx President and Chief Executive Officer WD-40 COMPANY 0000 Xxxxxxxxxxxx Xxxxxx Xxx Xxxxx, XX 00000 Telephone:(000) 000-0000 Facsimile:(000) 000-0000 Email: xxxxxx@xx00.xxx Rae Xxx Xxxxxx Vice President, Corporate Controller WD-40 COMPANY 0000 Xxxxxxxxxxxx Xxxxxx Xxx Xxxxx, XX 00000 Telephone:(000) 000-0000 Facsimile:(000) 000-0000 Email: xxxxxxx@xx00.xxx  SCHEDULE A  INFORMATION RELATING TO SERIES A NOTE PURCHASERS PURCHASER SCHEDULE    Aggregate Principal Amount of Notes to be Purchased Note Denomination(s)   THE PRUDENTIAL INSURANCE COMPANY OF AMERICA $10,000,000 $10,000,000 

Transaction References. The Company agrees that Prudential Capital Group Investment Management, Inc. may (a) refer to its role in the origination of originating the purchase of the Notes from the Company, as well as the identity of the CompanyCompany and the Parent, the aggregate principal amount and issue date of the Notes and the aggregate principal amount of the FacilityNotes and issue date of the Notes, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium, medium and (b) display the Company’s corporate logo in conjunction with any such reference. * * * * * HOU03:1282704 If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, THE COMPANY: CUBIC CORPORATIONXXXX RANCH STORAGE, a Delaware corporation By: /s/ Xxxxxxx X. Xxxxx LLC By Name: Xxxxxxx Xxxxx X. Xxxxx Title: President and Chief Executive Officer By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer THE GUARANTORS: CUBIC TRANSPORTATION SYSTEMS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC APPLICATIONS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC DEFENSE APPLICATIONS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC SIMULATION SYSTEMS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer OMEGA TRAINING GROUP, INC., a Georgia corporation By: /s/ Xxxxxx X. Xxxxxxxxx Title: President By: /s/ Xxxxx X. Xxxxxxx Title: Secretary ABRAXAS CORPORATION, INC., a Virginia corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer The foregoing HOU03:1282704 This Agreement is hereby accepted and agreed to as of the date thereofhereof. PRUDENTIAL INVESTMENT MANAGEMENT, INC. By: /s/ Xxxxx Xxxxxxxxxx Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxxx Xxxxxxxxxx ___________________________________ Vice President AMERICAN INCOME PRUCO LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) ___________________________________ Assistant Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx Xxxxxxxxxx ___________________________________ Assistant Vice President LIBERTY NATIONAL LIFE PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Private Placement InvestorsInvestment Management, L.P. (Inc., as Investment Advisor) investment manager By:______________________________ Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Private Placement InvestorsInvestment Management, Inc. (Inc., as its General Partner) investment manager By: /s/ Xxxxx Xxxxxxxxxx :______________________________ Vice President FORETHOUGHT LIFE HOU03:1282704 INFORMATION RELATING TO PURCHASERS PURCHASER SCHEDULE Xxxx Ranch Storage, LLC 7.75% Senior Secured Notes due 2016 Aggregate Principal Amount of Notes to be Purchased Note Denomination(s) THE PRUDENTIAL INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx Xxxxxxxxxx Vice President INFORMATION SCHEDULE Authorized Officers for PIM Xxxxx Xxxxxxxxxx Managing Director PRUDENTIAL CAPITAL GROUP 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxxxx Xxxxx Vice President PRUDENTIAL CAPITAL GROUP 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxx XxXxxxx PRUDENTIAL CAPITAL GROUP 000 Xxxxxxxx Xxxxxx 0 Xxxxxxx Xxxxxx Xxxx Xxxxxx, Xxx Xxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxxx Xxxxxx PRUDENTIAL CAPITAL GROUP 000 Xxxxxxxx Xxxxxx 0 Xxxxxxx Xxxxxx Xxxx Xxxxxx, Xxx Xxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000OF AMERICA $10,000,000 $10,000,000

Transaction References. The Company agrees that Prudential Capital Group may (a) refer to its role in the origination of the purchase of the Notes from the Company, as well as the identity of the Company, Company and the aggregate principal amount and issue date of the Notes and the aggregate principal amount of the FacilityNotes, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium, and (b) display the Company’s corporate logo in conjunction with any such reference. * * * * * Very truly yours, THE COMPANY: CUBIC CORPORATIONLTC PROPERTIES, a Delaware corporation INC. By: /s/ Xxxxxx Xxxxxxx-Xxxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxx-Xxxxxxx X. Xxxxx Title: Senior Vice President and Chief Executive Financial Officer By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer THE GUARANTORS: CUBIC TRANSPORTATION SYSTEMS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC APPLICATIONS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC DEFENSE APPLICATIONS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC SIMULATION SYSTEMSALBUQUERQUE REAL ESTATE INVESTMENTS, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxxx-Xxxxxxx X. Name: Xxxxxx Xxxxxxx-Xxxxxxx Title: Chief Financial Officer and Treasurer OMEGA TRAINING GROUPEDUCATION PROPERTY INVESTORS, INC., a Georgia Nevada corporation By: /s/ Xxxxxx X. Xxxxxxxxx TitleXxxxxxx-Xxxxxxx Name: President By: /s/ Xxxxx X. Xxxxxx Xxxxxxx-Xxxxxxx Title: Secretary ABRAXAS CORPORATIONSenior Vice President and Chief Financial Officer FLORIDA-LTC, INC., a Virginia Nevada corporation By: /s/ Xxxxxx Xxxxxxx-Xxxxxxx X. Name: Xxxxxx Xxxxxxx-Xxxxxxx Title: Treasurer Senior Vice President and Chief Financial Officer LTC GP I, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxxx-Xxxxxxx Name: Xxxxxx Xxxxxxx-Xxxxxxx Title: Senior Vice President and Chief Financial Officer LTC-XXXXXXX, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxxx-Xxxxxxx Name: Xxxxxx Xxxxxxx-Xxxxxxx Title: Senior Vice President and Chief Financial Officer LTC-XXXXXXX, INC., a Nevada corporation By: /s/ Xxxxxx Xxxxxxx-Xxxxxxx Name: Xxxxxx Xxxxxxx-Xxxxxxx Title: Senior Vice President and Chief Financial Officer LTC-JONESBORO, INC., a Nevada corporation By: /s/ Xxxxxx Xxxxxxx-Xxxxxxx Name: Xxxxxx Xxxxxxx-Xxxxxxx Title: Senior Vice President and Chief Financial Officer NORTH CAROLINA REAL ESTATE INVESTMENTS, LLC, a North Carolina limited liability company By: LTC-Xxxxxxxxx, Inc., its manager By: /s/ Xxxxxx Xxxxxxx-Xxxxxxx Name: Xxxxxx Xxxxxxx-Xxxxxxx Title: Senior Vice President and Chief Financial Officer By: LTC-Richmond, Inc., its manager By: /s/ Xxxxxx Xxxxxxx-Xxxxxxx Name: Xxxxxx Xxxxxxx-Xxxxxxx Title: Senior Vice President and Chief Financial Officer LTC PARTNERS IX, L.P., a Delaware limited partnership By: LTC GP VI, Inc., its general partner By: /s/ Xxxxxx Xxxxxxx-Xxxxxxx Name: Xxxxxx Xxxxxxx-Xxxxxxx Title: Senior Vice President and Chief Financial Officer TEXAS-LTC LIMITED PARTNERSHIP, a Texas limited partnership By: L-Tex GP, Inc., its general partner By: /s/ Xxxxxx Xxxxxxx-Xxxxxxx Name: Xxxxxx Xxxxxxx-Xxxxxxx Title: Senior Vice President and Chief Financial Officer TEXAS-LTC WOODRIDGE LIMITED PARTNERSHIP, a Delaware limited partnership By: L-Tex GP, Inc., its general partner By: /s/ Xxxxxx Xxxxxxx-Xxxxxxx Name: Xxxxxx Xxxxxxx-Xxxxxxx Title: Senior Vice President and Chief Financial Officer BEAUMONT REAL ESTATE INVESTMENTS, LP, a Texas limited partnership By: L-Tex GP, Inc., its general partner By: /s/ Xxxxxx Xxxxxxx-Xxxxxxx Name: Xxxxxx Xxxxxxx-Xxxxxxx Title: Senior Vice President and Chief Financial Officer The foregoing is hereby agreed to as of the date thereof. PRUDENTIAL INVESTMENT MANAGEMENT, INC. By: /s/ Xxxxxxxx Xxxxx Xxxxxxxxxx Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxxxxxx Xxxxx Xxxxxxxxxx Title: Vice President AMERICAN INCOME PRUCO LIFE INSURANCE COMPANY By: /s/ Xxxxxxxx Xxxxx Title: Vice President UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) L.P., asset manager By: Prudential Private Placement Investors, Inc. (as its General Partner) Inc., general partner By: /s/ Xxxxxxxx Xxxxx Xxxxxxxxxx Vice President LIBERTY NATIONAL LIFE INSURANCE COMPANY ByTitle: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx Xxxxxxxxxx Vice President FORETHOUGHT LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx Xxxxxxxxxx Vice President INFORMATION SCHEDULE Authorized Officers for PIM XXX Xxxxxxxx X. Xxxx Senior Vice President PRUDENTIAL CAPITAL GROUP Xxxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxxx X. XxXxxxxxx Managing Director PRUDENTIAL CAPITAL GROUP Xxxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxx Xxxxxx Senior Vice President PRUDENTIAL CAPITAL GROUP Xxxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxxx Xxxxxx PRUDENTIAL CAPITAL GROUP 000 Xxxxxxxx Xxxxxx 0 Xxxxxxx Xxxxxx Xxxx Xxxxxx, Xxx Xxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxx XxXxxxx PRUDENTIAL CAPITAL GROUP 000 Xxxxxxxx Xxxxxx 0 Xxxxxxx Xxxxxx Xxxx Xxxxxx, Xxx Xxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxx X. Xxxxxxxx Senior Vice President PRUDENTIAL CAPITAL GROUP 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxx Xxxxxx Vice President PRUDENTIAL CAPITAL GROUP Xxxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxxxx Xxxxx Vice President PRUDENTIAL CAPITAL GROUP 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxx XxXxxxx PRUDENTIAL CAPITAL GROUP 000 Xxxxxxxx Xxxxxx 0 Xxxxxxx Xxxxxx Xxxx Xxxxxx, Xxx Xxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxxx Xxxxxx PRUDENTIAL CAPITAL GROUP 000 Xxxxxxxx Xxxxxx 0 Xxxxxxx Xxxxxx Xxxx Xxxxxx, Xxx Xxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000

Transaction References. The Company agrees that Prudential PGIM Private Capital Group may (a) refer to its role in establishing the origination of the purchase of the Notes from the CompanyFacility, as well as the identity of the Company, the aggregate principal amount and issue date of the Notes Company and the maximum aggregate principal amount of the FacilityShelf Notes and the date on which the Facility was established, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium, medium and (b) display the Company’s corporate logo in conjunction with any such reference. * * * * * Please sign the form of acceptance on the enclosed counterpart of this Agreement and return the same to the Company, whereupon this Agreement shall become a binding agreement between the Company and each Purchaser. Very truly yours, THE COMPANY: CUBIC CORPORATION, a Delaware corporation By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer THE GUARANTORS: CUBIC TRANSPORTATION SYSTEMS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC APPLICATIONS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC DEFENSE APPLICATIONS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC SIMULATION SYSTEMS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer OMEGA TRAINING GROUP, INC., a Georgia corporation By: /s/ Xxxxxx X. Xxxxxxxxx Title: President By: /s/ Xxxxx X. Xxxxxxx Title: Secretary ABRAXAS CORPORATION, INC., a Virginia corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer The foregoing is hereby agreed to as of the date thereof. PRUDENTIAL INVESTMENT MANAGEMENTXXXX, INC. By: _/s/ Xxxxx Xxxxxxxxxx Xxxxxxx X. Col________________ Name: Xxxxxxx X. Xxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Agreement is xxxxxx accepted as of the date first above written. PGIM, INC. By:_/s/ Xxx Xxxxxxxxxx______________________ Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxxx Xxxxxxxxxx Vice President AMERICAN INCOME PRUCO LIFE INSURANCE COMPANY By: Prudential PGIM, Inc., as investment manager By:_/s/ Xxx Xxxxxxxxxx______________________ Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: PGIM, Inc., as investment manager By:_/s/ Xxx Xxxxxxxxxx______________________ Vice President FARMERS INSURANCE EXCHANGE By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: Prudential PGIM Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx Xxxxxxxxxx By:_/s/ Xxx Xxxxxxxxxx______________________ Vice President LIBERTY NATIONAL LIFE MID CENTURY INSURANCE COMPANY By: Prudential PGIM Private Placement Investors, L.P. (as Investment Advisor) By: Prudential PGIM Private Placement Investors, Inc. (as its General Partner) By:_/s/ Xxx Xxxxxxxxxx______________________ Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxxx Xxxxxxxxxx PGIM, Inc., as investment manager By:_/s/ Xxx Xxxxxxxxxx______________________ Vice President FORETHOUGHT LIFE INSURANCE COMPANY By: Prudential Private Placement InvestorsEXHIBIT A-1 [FORM OF SERIES A NOTE] THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, L.P. AS AMENDED (as Investment AdvisorTHE “ACT”), OR UNDER STATE SECURITIES LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE OR ANY INTEREST OR PARTICIPATION THEREIN MAY BE MADE EXCEPT (A) By: Prudential Private Placement InvestorsPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION, Inc. (as its General Partner) By: /s/ Xxxxx Xxxxxxxxxx Vice President INFORMATION SCHEDULE Authorized Officers for PIM Xxxxx Xxxxxxxxxx Managing Director PRUDENTIAL CAPITAL GROUP 0000 Xxxxxxx Xxxx XxxxANY SUCH TRANSFER OR OTHER DISPOSITION IS SUBJECT TO THE CONDITIONS CONTAINED IN THE PRIVATE SHELF AGREEMENT, Xxxxx 000 Xxx XxxxxxxDATED NOVEMBER 9, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxxxx Xxxxx Vice President PRUDENTIAL CAPITAL GROUP 0000 Xxxxxxx Xxxx Xxxx2023. A COPY OF SUCH CONDITIONS WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. XXXX, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxx XxXxxxx PRUDENTIAL CAPITAL GROUP 000 Xxxxxxxx Xxxxxx 0 Xxxxxxx Xxxxxx Xxxx Xxxxxx, Xxx Xxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxxx Xxxxxx PRUDENTIAL CAPITAL GROUP 000 Xxxxxxxx Xxxxxx 0 Xxxxxxx Xxxxxx Xxxx Xxxxxx, Xxx Xxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000INC.

Transaction References. The Company agrees that after the sale and purchase of the Notes Prudential Capital Group may (ai) refer to its role in the origination of originating the purchase of the Notes from the CompanyCompany and establishing the Facility, as well as the identity of the Company, Company and the aggregate principal amount and issue date of the Notes and the maximum aggregate principal amount of the FacilityShelf Notes and the date on which the Facility was established, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium, medium and (bii) display the Company’s corporate logo in conjunction with any such reference. * * * * * DAL02:593534 If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, THE COMPANY: CUBIC CORPORATIONDelta Natural Gas Company, a Delaware corporation By: /s/ Xxxxxxx Inc. By:_____/s/ Gxxxx X. Xxxxx Name: Xxxxxxx Xxxxxxxx_________ Gxxxx X. Xxxxx Title: Xxxxxxxx, Chairman of the Board, President and Chief Executive Officer By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer THE GUARANTORS: CUBIC TRANSPORTATION SYSTEMS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC APPLICATIONS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC DEFENSE APPLICATIONS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC SIMULATION SYSTEMS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer OMEGA TRAINING GROUP, INC., a Georgia corporation By: /s/ Xxxxxx X. Xxxxxxxxx Title: President By: /s/ Xxxxx X. Xxxxxxx Title: Secretary ABRAXAS CORPORATION, INC., a Virginia corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer The foregoing This Agreement is hereby accepted and agreed to as of the date thereofhereof. PRUDENTIAL INVESTMENT MANAGEMENTPrudential Investment Management, INC. Inc. By:_____/s/ Bxxxx Xxxxx_________ Vice President The Prudential Insurance Company of America By: :_____/s/ Xxxxx Xxxxxxxxxx Bxxxx Xxxxx_________ Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxxx Xxxxxxxxxx Vice President AMERICAN INCOME LIFE INSURANCE COMPANY MTL Insurance Company By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: :_____/s/ Xxxxx Xxxxxxxxxx Bxxxx Xxxxx_________ Vice President LIBERTY NATIONAL LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx Xxxxxxxxxx Vice President FORETHOUGHT LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx Xxxxxxxxxx Vice President INFORMATION SCHEDULE Authorized Officers for PIM Xxxxx Xxxxxxxxxx Managing Director PRUDENTIAL CAPITAL GROUP 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxxxx Xxxxx Vice President PRUDENTIAL CAPITAL GROUP 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxx XxXxxxx PRUDENTIAL CAPITAL GROUP 000 Xxxxxxxx Xxxxxx 0 Xxxxxxx Xxxxxx Xxxx Xxxxxx, Xxx Xxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxxx Xxxxxx PRUDENTIAL CAPITAL GROUP 000 Xxxxxxxx Xxxxxx 0 Xxxxxxx Xxxxxx Xxxx Xxxxxx, Xxx Xxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000DAL02:593534 Information Schedule

Transaction References. The Company agrees that Prudential, Prudential Capital Group and its Affiliates may (a) refer to its role in establishing the origination of the purchase of the Notes from the CompanyFacility, as well as the identity of the Company, the aggregate principal amount and issue date of the Notes and the maximum aggregate principal amount of the FacilityShelf Notes and the date on which the Facility was established, on its internet site site, social media channels or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium, medium and (b) display the Company’s corporate logo in conjunction with any such reference. * * * * * ​ ​ If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. ​ ​ Very truly yours, THE COMPANY: CUBIC CORPORATION, a Delaware corporation By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer THE GUARANTORS: CUBIC TRANSPORTATION SYSTEMS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC APPLICATIONS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC DEFENSE APPLICATIONS, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer CUBIC SIMULATION SYSTEMS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer OMEGA TRAINING GROUP, INC., a Georgia corporation By: /s/ Xxxxxx X. Xxxxxxxxx Title: President By: /s/ Xxxxx X. Xxxxxxx Title: Secretary ABRAXAS CORPORATION, INC., a Virginia corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Treasurer The foregoing ​ ​ ​ ALLIENT INC.​​By____________________________Name:Title:​​​ ​ ​ ​ ​ ​ ​ ​ ​ This Agreement is hereby ​ accepted and agreed to as ​ of the date thereofhereof. PRUDENTIAL INVESTMENT MANAGEMENT​ ​ ​ PGIM, INC. By: /s/ Xxxxx Xxxxxxxxxx :___________________________________ Vice President THE President​​THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AMERICA​By: PGIM, Inc., as investment manager By:___________________________________ Vice President​​PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY​By: /s/ Xxxxx Xxxxxxxxxx PGIM, Inc., as investment manager By:___________________________________ Vice President AMERICAN INCOME President​​PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY​By: PGIM, Inc., as investment manager By:___________________________________ Vice President​​LOTUS REINSURANCE COMPANY LTD.​By: Prudential PGIM, Inc., as investment manager By:___________________________________ Vice President​ ​ ​ ​ [Signature Page to Note Purchase and Private Placement InvestorsShelf Agreement] ​ Schedule A ​ Defined Terms ​ ​ As used herein, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx Xxxxxxxxxx Vice President LIBERTY NATIONAL LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx Xxxxxxxxxx Vice President FORETHOUGHT LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx Xxxxxxxxxx Vice President INFORMATION SCHEDULE Authorized Officers for PIM Xxxxx Xxxxxxxxxx Managing Director PRUDENTIAL CAPITAL GROUP 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxxxx Xxxxx Vice President PRUDENTIAL CAPITAL GROUP 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxx XxXxxxx PRUDENTIAL CAPITAL GROUP 000 Xxxxxxxx Xxxxxx 0 Xxxxxxx Xxxxxx Xxxx Xxxxxx, Xxx Xxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxxx Xxxxxx PRUDENTIAL CAPITAL GROUP 000 Xxxxxxxx Xxxxxx 0 Xxxxxxx Xxxxxx Xxxx Xxxxxx, Xxx Xxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000the following terms have the respective meanings set forth below or set forth in the Section hereof following such term: