Common use of Amendments or Waivers Clause in Contracts

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. ▇.▇. ▇▇▇▇▇▇ SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued: [Per Class [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. ▇.▇. ▇▇▇▇▇▇ SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director Vice President To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued: [Per Class [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate Company a counterpart hereof, whereupon it this instrument, along with all counterparts, will become a binding agreement between among the Bank, the Issuing Entity Underwriters and the Underwriters Company in accordance with its terms. Very truly yours, CHASE BANK USAFLOOR & DECOR HOLDINGS, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ ▇▇▇▇▇ ▇INC. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By Title: President CHASE ISSUANCE TRUST By: CHASE BANK USACONFIRMED AND ACCEPTED, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED BARCLAYS CAPITAL INC. By: ▇.▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: BARCLAYS CAPITAL INC. By For themselves and as Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ [ · ], being an amount equal to the initial public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. ▇▇▇▇▇▇▇ SECURITIES INC.Lynch, as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC ▇▇▇▇▇▇▇, Sachs & Co. ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. ▇▇▇▇▇ NameFargo Securities, LLC ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc. Total [ · ] [ · ], 2017 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: R. Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · ] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts; or (ii) upon death by will or intestacy to a member of the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) any bona fide gifts to any charitable organization; or (iv) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (v) as a distribution to limited partners or stockholders of the undersigned; or (vi) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned. Furthermore, the undersigned may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Public Offering if and only if (i) such sales are not required to be reported in any public report or filing with the Securities Exchange Commission and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales during the lockup period. [If any record or beneficial owner of any securities of the Company is granted an early release from the restrictions described herein during the lock-up period with respect to any securities of the Company, then each Major Holder (as defined below) shall also be granted an early release from its obligations hereunder on a pro rata basis with all other record or beneficial holders of similarly restricted securities of the Company based on the maximum percentage of shares held by any such record or beneficial holder being released from such holder’s lock-up agreement; provided, however, that in the case of an early release from the restrictions described herein during the lock-up period in connection with an underwritten public offering, whether or not such offering or sale is wholly or partially a secondary offering of the Company’s Common Stock (an “Underwritten Sale”), such early release shall only apply with respect to such Major Holder’s participation in such Underwritten Sale. For purposes of this lock-up agreement, each of the following persons is a “Major Holder”: Ares Corporate Opportunities Fund III, L.P. and FS Equity Partners VI, L.P. and FS Affiliates VI, L.P. (collectively ‘‘▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director To: CHASE BANK USA, NATIONAL ASSOCIATION Re: ’’).](1) The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions. This lock-up agreement shall lapse and become null and void if the Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are shall have been terminated prior to the “Underwriters” for Closing Time. This lock-up agreement shall be governed by, and construed in accordance with, the purpose of this Agreement and for the purposes laws of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereofState of New York. Terms Very truly yours, Signature: Print Name: (1) To be included in Lock-ups of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued: [Per Class [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:Major Holders only.

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity Issuer and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity Issuer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. ▇.▇. ▇▇▇▇▇▇ SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director Vice President To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued: [Per Class [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. ▇.▇. ▇▇▇▇▇▇ SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued: [Per Class [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. ▇.▇. ▇▇▇▇▇▇ SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director Vice President To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued: [Per Class [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. ▇.▇. ▇▇▇▇▇▇ SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director Vice President To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued: [Per Class [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties heretohereto or thereto as the case may be. If the foregoing is correctly sets forth the understanding among the Company, the Operating Partnership, the Subject Agent, the Forward Seller and Forward Purchaser, please so indicate in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereofspace provided below for that purpose, whereupon it will become this letter and your acceptance shall constitute a binding agreement between among the BankCompany, the Issuing Entity Operating Partnership, the Subject Agent, the Forward Seller and the Underwriters in accordance with its termsForward Purchaser. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer BRIXMOR PROPERTY GROUP INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President CHASE ISSUANCE TRUST Executive Vice President, General Counsel and Corporate Secretary BRIXMOR OPERATING PARTNERSHIP LP By: CHASE BANK USABrixmor OP GP LLC, NATIONAL ASSOCIATIONits general partner By: BPG Subsidiary LLC, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity sole member By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President The foregoing Underwriting Agreement is hereby confirmed Executive Vice President, General Counsel and accepted Corporate Secretary Accepted and agreed to as of the date first above written: By: [●], as Subject Agent and Forward Seller By: _____________________ Name: _____________________ Title: _____________________ By: [●], as Forward Purchaser By: _____________________ Name: _____________________ Title: _____________________ From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution – Placement Notice Ladies and Gentlemen: Reference is made to the Equity Distribution Agreement among Brixmor Property Group Inc., a corporation organized under the laws of the State of Maryland (the “Company”), Brixmor Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), [●] (the “Forward Purchaser”) and [●] (in its capacity as agent for the Company in connection with the offering and sale of any Issuance Shares thereunder, the “Subject Agent,” and in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares thereunder, the “Forward Seller”), dated as of November 1, 2022 (the “Equity Distribution Agreement”). Capitalized terms used in this Placement Notice without definition shall have the respective definitions ascribed to them in the Equity Distribution Agreement. This Placement Notice relates to a “Forward Related Transaction”. The Company confirms that all conditions to the delivery of this Placement Notice are satisfied as of the date hereof. The Company and the Operating Partnership represent and warrant that each representation, warranty, covenant and other agreement of the Company and Operating Partnership contained in the Equity Distribution Agreement and any Master Forward Confirmation is true and correct on the date hereof, and that the Prospectus, including the documents incorporated by reference therein, and any applicable Issuer Free Writing Prospectus, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Number of Days in Forward Hedge Selling Period: $[●] First Date of Forward Hedge Selling Period: [●] Maximum Number of Shares to be Sold: [●] Forward Hedge Amount: $[●] Minimum Price (Adjustable by Company during the Forward Hedge Selling Period, and in no event less than $0.01 per share): $[●] per share Forward Hedge Selling Commission Rate: [●]% Number of Shares that would result in an Excess Charter Ownership Position (as defined in the Master Forward Confirmation) as of the date hereof less one Share [●] [●] $ [●] [●] $ [●] [●] $ [●] [●] $ [●] Spread: [●] basis points Initial Stock Loan Rate: [●] basis points Maximum Stock Loan Rate: [●] basis points Regular Dividend Amounts Per Calendar Quarter: $[●] ▇▇▇▇▇ ▇. ▇.▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director To: CHASE BANK USA, NATIONAL ASSOCIATION Brixmor Property Group Inc. (“Party B”) From: [DEALER] (“Party A”) [DEALER CONTACT INFORMATION] Re: Underwriting Agreement dated Series DesignationMaster Confirmation for Issuer Share Forward Sale Transactions Date: UnderwritersNovember 1, 2022 Ladies and Gentlemen: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this communication (this “Master Confirmation”) is to set forth the terms and conditions of the transactions to be entered into from time to time (each, a “Transaction” and, collectively, the “Transactions”) between [DEALER] (“Party A”)[, represented by [●] as its agent (“Agent”),]1 and Brixmor Property Group Inc. (“Party B”) in accordance with the terms of the Equity Distribution Agreement (the “Distribution Agreement”), dated as of November 1, 2022, among Party A, Party B, Brixmor Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”) and the other parties thereto. Each Transaction will be evidenced by a supplemental confirmation substantially in the form of Annex A hereto (each, a “Supplemental Confirmation”, and each such Supplemental Confirmation, together with this Master Confirmation, a “Confirmation” for the purposes of the above referenced Underwriting Agreement specified below). Each Confirmation will be a confirmation for purposes of Rule 10b-10 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 1. Each Confirmation is subject to, and incorporates, the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). For purposes of the Equity Definitions, each Transaction to which this Master Confirmation relates will be deemed to be a Share Forward Transaction. Each Confirmation shall supplement, form a part of and be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement (the “ISDA Form”), as published by ISDA, as if Party A and Party B had executed the ISDA Form on the date hereof (but without any Schedule except for (i) the election of New York law (without regard to New York’s choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law) as the governing law and US Dollars (“USD”) as the Termination Currency; (ii) the election that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement shall apply to Party A and Party B, with a “Threshold Amount” of USD 100 million for Party B and a “Threshold Amount” equal to 3% of shareholders’ equity of Party A as of the date hereof for Party A; provided that (a) the phrase “or becoming capable at such Underwriting time of being declared” shall be deleted from clause (1) of such Section 5(a)(vi) of the Agreement, (b) the following sentence shall be added to the end thereof: “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (x) the default was caused solely by error or omission of an administrative or operational nature; (y) funds were available to enable the party to make the payment when due; and (z) the payment is made within three Local Business Days of such party’s receipt of written notice of its failure to pay.” All provisions contained in the Agreement are incorporated into and shall govern each Confirmation except as expressly modified below. Each Confirmation will evidence a complete and binding agreement between Party A and Party B as to the terms of the relevant Transaction and will replace any previous agreement between the parties with respect to the subject matter thereof. The Transactions under this Master Confirmation shall be the only Transactions under the Agreement. If there exists any ISDA Master Agreement between Party A or any of its Affiliates and Party B or any confirmation or other agreement between Party A or any of its Affiliates and Party B pursuant to which an ISDA Master Agreement is incorporated herein deemed to exist between Party A or any of its Affiliates and made a part hereof. Terms Party B, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Party A or any of its Affiliates and Party B are parties, none of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: Transactions to which this Master Confirmation relates shall be considered a “Transaction” under, or otherwise governed by, such existing or deemed ISDA Master Agreement. In the event of any inconsistency among the Agreement, this Master Confirmation, any Supplemental Confirmation and the Equity Definitions, commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage will prevail in the order of precedence indicated: (i) such Supplemental Confirmation; (ii) this Master Confirmation; (iii) the Equity Definitions; and (iv) the Agreement. 1 Include if Dealer is using an agent 2. The terms of the principal amounts particular Transactions to be issued: [Per Class [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statementwhich this Master Confirmation relates are as follows:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. ▇.▇. ▇▇▇▇▇▇ SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: R. ▇. ▇▇▇▇▇ ▇▇Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Director Vice President To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued: [Per Class [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity Issuer and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity Issuer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. ▇.▇. ▇▇▇▇▇▇ SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Managing Director To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued: [Per Class [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. ▇.▇. ▇▇▇▇▇▇ SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director Vice President To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued: [Per Class [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. ▇.▇. ▇▇▇▇▇▇ SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. ▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇ Name: R. ▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇ Title: Executive Director Vice President To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued: [Per Class [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. ▇.▇. ▇▇▇▇▇▇ SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated _____________ Series Designation: ____________ Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: _______________, _______________, ______________ and _______________, commencing _____________ __, _____. Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued: [Per Class [ ] Notes __________%] [Per Class [ ] Notes __________%] [Per Class [ ] Notes __________%] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. ▇.▇. ▇▇▇▇▇▇ SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ Name: R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director Vice President To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued: [Per Class [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. ▇.▇. ▇▇▇▇▇▇ SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director Vice President Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued: [Per Class [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. ▇.▇. ▇▇▇▇▇▇ SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director Vice President To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued: [Per Class [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties heretohereto or thereto as the case may be. If the foregoing is correctly sets forth the understanding among the Company, the Operating Partnership, the Subject Agent, the Forward Seller and Forward Purchaser, please so indicate in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereofspace provided below for that purpose, whereupon it will become this letter and your acceptance shall constitute a binding agreement between among the BankCompany, the Issuing Entity Operating Partnership, the Subject Agent, the Forward Seller and the Underwriters in accordance with its termsForward Purchaser. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer BRIXMOR PROPERTY GROUP INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President CHASE ISSUANCE TRUST Executive Vice President, General Counsel and Corporate Secretary BRIXMOR OPERATING PARTNERSHIP LP By: CHASE BANK USABrixmor OP GP LLC, NATIONAL ASSOCIATIONits general partner By: BPG Subsidiary Inc., not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity sole member By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President The foregoing Underwriting Agreement is hereby confirmed Executive Vice President, General Counsel and accepted Corporate Secretary Accepted and agreed to as of the date first above written: By: [•], as Subject Agent and Forward Seller By: _____________________ Name: _____________________ Title: _____________________ By: [•], as Forward Purchaser By: _____________________ Name: _____________________ Title: _____________________ From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution - Placement Notice Ladies and Gentlemen: Reference is made to the Equity Distribution Agreement among Brixmor Property Group Inc., a corporation organized under the laws of the State of Maryland (the “Company”), Brixmor Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), [•] (the “Forward Purchaser”) and [•] (in its capacity as agent for the Company in connection with the offering and sale of any Issuance Shares thereunder, the “Subject Agent,” and in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares thereunder, the “Forward Seller”), dated as of January 9, 2020 (the “Equity Distribution Agreement”). Capitalized terms used in this Placement Notice without definition shall have the respective definitions ascribed to them in the Equity Distribution Agreement. This Placement Notice relates to a “Forward Related Transaction”. The Company confirms that all conditions to the delivery of this Placement Notice are satisfied as of the date hereof. The Company and the Operating Partnership represent and warrant that each representation, warranty, covenant and other agreement of the Company and Operating Partnership contained in the Equity Distribution Agreement and any Master Forward Confirmation is true and correct on the date hereof, and that the Prospectus, including the documents incorporated by reference therein, and any applicable Issuer Free Writing Prospectus, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Number of Days in Forward Hedge Selling Period: $[•] First Date of Forward Hedge Selling Period: [•] Maximum Number of Shares to be Sold: [•] Forward Hedge Amount: $[•] Minimum Price (Adjustable by Company during the Forward Hedge Selling Period, and in no event less than $0.01 per share): $[•] per share Forward Hedge Selling Commission Rate: [•]% Number of Shares that would result in an Excess Charter Ownership Position (as defined in the Master Forward Confirmation) as of the date hereof less one Share [•] [•] $ [•] [•] $ [•] [•] $ [•] [•] $ [•] Spread: [•] basis points Initial Stock Loan Rate: [•] basis points Maximum Stock Loan Rate: [•] basis points Regular Dividend Amounts Per Calendar Quarter: $[•] ▇▇▇▇▇ ▇. ▇.▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: R. ▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇ Title: Executive Director To: CHASE BANK USA, NATIONAL ASSOCIATION Brixmor Property Group Inc. (“Party B”) From: [DEALER] (“Party A”) [DEALER CONTACT INFORMATION] Re: Underwriting Agreement dated Series DesignationMaster Confirmation for Issuer Share Forward Sale Transactions Date: UnderwritersJanuary 9, 2020 Ladies and Gentlemen: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this communication (this “Master Confirmation”) is to set forth the terms and conditions of the transactions to be entered into from time to time (each, a “Transaction” and, collectively, the “Transactions”) between [DEALER] (“Party A”)[, represented by [•] as its agent (“Agent”),]1 and Brixmor Property Group Inc. (“Party B”) in accordance with the terms of the Equity Distribution Agreement (the “Distribution Agreement”), dated as of January 9, 2020, among Party A, Party B, Brixmor Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”) and the other parties thereto. Each Transaction will be evidenced by a supplemental confirmation substantially in the form of Annex A hereto (each, a “Supplemental Confirmation”, and each such Supplemental Confirmation, together with this Master Confirmation, a “Confirmation” for the purposes of the above referenced Underwriting Agreement specified below). Each Confirmation will be a confirmation for purposes of Rule 10b-10 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 1. Each Confirmation is subject to, and incorporates, the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). For purposes of the Equity Definitions, each Transaction to which this Master Confirmation relates will be deemed to be a Share Forward Transaction. Each Confirmation shall supplement, form a part of and be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement (the “ISDA Form”), as published by ISDA, as if Party A and Party B had executed the ISDA Form on the date hereof (but without any Schedule except for (i) the election of New York law (without regard to New York’s choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law) as the governing law and US Dollars (“USD”) as the Termination Currency; (ii) the election that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement shall apply to Party A and Party B, with a “Threshold Amount” of USD 100 million for Party B and a “Threshold Amount” equal to 3% of shareholders’ equity of Party A as of the date hereof for Party A; provided that (a) the phrase “or becoming capable at such Underwriting time of being declared” shall be deleted from clause (1) of such Section 5(a)(vi) of the Agreement, (b) the following sentence shall be added to the end thereof: “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (x) the default was caused solely by error or omission of an administrative or operational nature; (y) funds were available to enable the party to make the payment when due; and (z) the payment is made within three Local Business Days of such party’s receipt of written notice of its failure to pay.” All provisions contained in the Agreement are incorporated into and shall govern each Confirmation except as expressly modified below. Each Confirmation will evidence a complete and binding agreement between Party A and Party B as to the terms of the relevant Transaction and will replace any previous agreement between the parties with respect to the subject matter thereof. The Transactions under this Master Confirmation shall be the only Transactions under the Agreement. If there exists any ISDA Master Agreement between Party A or any of its Affiliates and Party B or any confirmation or other agreement between Party A or any of its Affiliates and Party B pursuant to which an ISDA Master Agreement is incorporated herein deemed to exist between Party A or any of its Affiliates and made a part hereof. Terms Party B, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Party A or any of its Affiliates and Party B are parties, none of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: Transactions to which this Master Confirmation relates shall be considered a “Transaction” under, or otherwise governed by, such existing or deemed ISDA Master Agreement. 1 Include if Dealer is using an agent In the event of any inconsistency among the Agreement, this Master Confirmation, any Supplemental Confirmation and the Equity Definitions, commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage will prevail in the order of precedence indicated: (i) such Supplemental Confirmation; (ii) this Master Confirmation; (iii) the Equity Definitions; and (iv) the Agreement. 2. The terms of the principal amounts particular Transactions to be issued: [Per Class [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statementwhich this Master Confirmation relates are as follows:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate Company and [the Attorney-in-Fact for] the Selling Stockholders a counterpart hereof, whereupon it this instrument, along with all counterparts, will become a binding agreement between among the BankUnderwriters, the Issuing Entity Company and the Underwriters Selling Stockholders in accordance with its terms. Very truly yours, CHASE BANK USAFLOOR & DECOR HOLDINGS, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ ▇▇▇▇▇ ▇INC. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By Title: President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary [THE SELLING STOCKHOLDERS NAMED IN SCHEDULE B HERETO By As Attorney-in-Fact acting on behalf of the Issuing Entity By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted Selling Stockholders named in Schedule B hereto] as of the date first above written: ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED BARCLAYS CAPITAL INC. By: ▇.▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By By: BARCLAYS CAPITAL INC. By For themselves and as Representatives of the other Underwriters named in Schedule A hereto. The public offering price per share for the Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[ · ], being an amount equal to the public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. ▇▇▇▇▇▇▇ SECURITIES INC.Lynch, as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC ▇▇▇▇▇▇▇ Sachs & Co. LLC ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. ▇▇▇▇▇ NameFargo Securities, LLC ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc. Total [·] [ · ], 2017 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: R. Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and Barclays Capital Inc. (“Barclays”) (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 90-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or publicly file or cause to be publicly filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts; or (ii) upon death by will or intestacy to a member of the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) any bona fide gifts to any charitable organization; or (iv) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (v) as a distribution to limited partners or stockholders of the undersigned; or (vi) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned. Furthermore, the undersigned may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Public Offering if and only if (i) such sales are not required to be reported in any public report or filing with the Securities Exchange Commission and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales during the lockup period. (1) under the Exchange Act (a “10b5-1 Plan”), at any time during the 90-day lock-up period; provided that, prior to the expiration of the 90-day lock-up period, (x) with respect to any 10b5-1 Plan entered into after the date hereof, the undersigned shall not sell any of the undersigned’s Lock-Up Securities under such 10b5-1 Plan and (y) the undersigned shall not make any public announcement with respect to such 10b5-1 Plan. [If any record or beneficial owner of any securities of the Company is granted an early release from the restrictions described herein during the lock-up period with respect to any securities of the Company, then each Major Holder (as defined below) shall also be granted an early release from its obligations hereunder on a pro rata basis with all other record or beneficial holders of similarly restricted securities of the Company based on the maximum percentage of shares held by any such record or beneficial holder being released from such holder’s lock-up agreement; provided, however, that in the case of an early release from the restrictions described herein during the lock-up period in connection with an underwritten public offering, whether or not such offering or sale is wholly or partially a secondary offering of the Company’s Common Stock (an “Underwritten Sale”), such early release shall only apply with respect to such Major Holder’s participation in such Underwritten Sale. For purposes of this lock-up agreement, each of the following persons is a “Major Holder”: Ares Corporate Opportunities Fund III, L.P. and FS Equity Partners VI, L.P. and FS Affiliates VI, L.P. (collectively ‘‘▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director To: CHASE BANK USA’’).](1) The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions. This lock-up agreement shall replace, NATIONAL ASSOCIATION Re: supersede and cause to be of no further effect the lock-up agreement, dated as of April 17, 2017, that the undersigned previously executed in connection with the initial public offering of the Common Stock of the Company. This lock-up agreement shall lapse and become null and void if the Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are shall have been terminated prior to the “Underwriters” for Closing Time. This lock-up agreement shall be governed by, and construed in accordance with, the purpose of this Agreement and for the purposes laws of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms State of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will New York. (1) To be the following percentage included in Lock-ups of the principal amounts to be issued: [Per Class [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:Major Holders only.

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. ▇.▇. ▇▇▇▇▇▇ SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued: [Per Class [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:]