SERIES A MUNIFUND PREFERRED SHARES (MFP) PURCHASE AND EXCHANGE AGREEMENT dated as of
January 29, 2018, between NUVEEN QUALITY MUNICIPAL INCOME FUND, a closed-end fund organized as a Massachusetts business trust, as issuer (the Fund), and WELLS FARGO BANK,
NATIONAL ASSOCIATION, organized and existing as a national banking association under the laws of the United States of America, including its successors by merger or operation of law (and not merely by assignment of all or part of this
Agreement (as defined below) or transfer of the MFP Shares (as hereinafter defined)), as the purchaser of the MFP Shares hereunder (the Purchaser).
WHEREAS, the Fund has authorized the issuance pursuant to the Statement (as defined below) and the Supplement (as defined below) to the
Purchaser of its Series A MuniFund Preferred Shares, with a liquidation preference of $100,000 per share, as set forth in Schedule 1 hereto, which are subject to this Agreement (the MFP Shares);
WHEREAS, the Fund and the Purchaser entered into that certain VMTP Purchase Agreement (the Old VMTP Purchase
Agreement), dated as of September 12, 2016, pursuant to which the Purchaser purchased from the Fund, and the Fund issued to the Purchaser, 4,070 of the Funds Variable Rate MuniFund Term Preferred Shares, Series 2018, with a
liquidation preference of $100,000 per share (the Old VMTP Shares);
WHEREAS, the Purchaser and the Fund desire
to exchange 4,070 Old VMTP Shares for 4,070 MFP Shares, such exchange to be conducted on a 1-for-1 basis on the terms and subject to the conditions set forth in this
Agreement (the Exchange); and, in addition, the Fund desires to issue and sell 2,000 MFP Shares to the Purchaser for cash, and the Purchaser desires to purchase such MFP Shares, such issuance, sale and purchase to be conducted on
the terms and subject to the conditions set forth in this Agreement (the Sale and, together with the Exchange, the Transactions);
WHEREAS, in connection with the Exchange, the Fund has authorized (1) the acceptance of the Old VMTP Shares surrendered by the
Purchaser in exchange for 4,070 MFP Shares, and (2) the cancellation of the Old VMTP Shares;
WHEREAS, in connection with the
Exchange, the Purchaser has authorized (1) the surrender to the Fund of the Old VMTP Shares in exchange for 4,070 MFP Shares and cancellation of the Old VMTP Shares by the Fund, and (2) the acceptance of the 4,070 MFP Shares in exchange
for the Old VMTP Shares so surrendered;
WHEREAS, as an inducement to the Purchaser to acquire the MFP Shares pursuant to the
Transactions, the Fund desires to enter into this Agreement to set forth certain representations, warranties, covenants and agreements regarding the Fund and MFP Shares; and
WHEREAS, as an inducement to the Fund to issue to the Purchaser the MFP Shares pursuant to the Transactions, the Purchaser desires to
enter into this Agreement to set forth certain representations, warranties, covenants and agreements regarding the Purchaser, the MFP Shares and the Old VMTP Shares, as applicable.
NOW, THEREFORE, in consideration of the respective agreements contained herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
The following terms, as used herein, have the following meanings:
Additional Amount Payment has the meaning set forth in the Supplement.
Agreement means this Series A MuniFund Preferred Shares (MFP) Purchase and Exchange Agreement, dated as of January 29,
2018, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof.
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