Common use of Effect of Headings Clause in Contracts

Effect of Headings. 32 Draft of 6/9/97 BEACON PROPERTIES CORPORATION (a Maryland corporation) Common Stock, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Stockholders in accordance with its terms. Very truly yours, SABRE INDUSTRIES, INC. By Title: [CORINTHIAN SC, LLC] By As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule B hereto (a Maryland corporationexcept for ZM Private Equity Fund I, L.P. and ZM Private Equity Fund II, L.P.) Common StockZM PRIVATE EQUITY FUND I, Preferred Stock L.P. By Title: ZM PRIVATE EQUITY FUND II, L.P. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Authorized Signatory For itself and Debt as Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities UNDERWRITING AGREEMENT ---------------------- _______ __shall be $·. The purchase price per share for the Securities to be paid by the several Underwriters shall be $·, 1997 XXXXXXX XXXXX 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. Name of Underwriter Number of Initial Securities Xxxxxx, Xxxxxxxx & CO. Xxxxxxx LynchCompany, PierceIncorporated Xxxxxx X. Xxxxx & Co. Incorporated Gleacher and Company Securities, Xxxxxx Inc. Xxxxxxxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Co. Inc. Total · SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold Sabre Industries, Inc. Corinthian SC, LLC 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen00000 Attention: Beacon Properties CorporationXxxxx Xxx Xxxxxx ZM Private Equity Fund I, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stockL.P. ZM Private Equity Fund II, par value $.01 per share (the "Common Stock") or shares of preferred stockL.P. 000 Xxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any Xxx Xxxx 00000 Attention: Xxxxx Xxxxxx [other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.selling stockholders] Total SCHEDULE C-1 Pricing Terms

Effect of Headings. 32 Draft The Article and Section headings herein and the Table of 6/9/97 BEACON PROPERTIES Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' understanding of the agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreement, along with all counterparts, will become a binding agreement between the Representatives and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Maryland Delaware corporation) Common Stock, Preferred Stock and Debt Securities UNDERWRITING TERMS AGREEMENT ---------------------- Dated:_______ __, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Senior IndentureCompany"), between the Company proposes to issue and __________________, as trustee sell $ aggregate principal amount of its debt securities (the "Senior TrusteeSecurities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, or as subordinated indebtedness we [the underwriters named below (the "Subordinated Debt SecuritiesUnderwriters") under an indenture)] offer to purchase, dated as of ______________ (the "Subordinated Indenture", [severally and collectively with the Senior Indenturenot jointly], the "Indentures", and each, an "Indenture"), between principal amount of Underwritten Securities [opposite their names set forth below] at the Company and _________________, as trustee (purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.following terms:

Effect of Headings. 32 Draft The Article and Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and the Adviser in accordance with its terms. Very truly yours, TORTOISE ENERGY INFRASTRUCTURE CORPORATION (a Maryland corporation) Common StockBy: Name: Title: TORTOISE CAPITAL ADVISORS, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and GentlemenLLC By: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may varyName: Title: CONFIRMED AND ACCEPTED, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and date first above written: __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", ___________ By: Authorized Signatory ______________________________________________ By: Authorized Signatory Each for itself and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms Representatives of the related Underlying Securities) and any other variable terms established Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Primary Shares TOTAL SCHEDULE B Tortoise Energy Infrastructure Corporation __________ Common Shares 1 The public offering price per share for the Shares, determined as provided in said Section 2, shall be $______. 2 The purchase price per share for the Shares to be paid by or pursuant the several Underwriters shall be $______, being an amount equal to the applicable Indenture.public offering price set forth above less $____ per share; provided that the purchase price per share for any Option Shares purchased upon the exercise of the over-allotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares. SCHEDULE C Price Per Share = $_____ SCHEDULE D The Investor Guide dated __________ ____ entitled “Add-On Offering of Common Stock (NYSE: TYG)”

Effect of Headings. 32 Draft The Article and Section headings herein and the Table of 6/9/97 Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreement, along with all counterparts, will become a binding agreement between Xxxxxxx Xxxxx, the Company and the Operating Partnership in accordance with its terms. Very truly yours, BEACON PROPERTIES CORPORATION By: ------------------------------- Name: Title: BEACON PROPERTIES, L.P. By: Beacon Properties Corporation (its general partner) By: --------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------------- Name: Title: Authorized Signatory Exhibit A BEACON PROPERTIES CORPORATION (a Maryland corporationCorporation) Common Stock, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and ___________________ TERMS AGREEMENT ---------------- To: Beacon Properties Corporation 00 Xxxxx Xxxxx Xxxxxx, as trustee Xxxxxxxxxxxxx 00000 Ladies and Gentlemen: We understand that Beacon Properties Corporation, a Maryland corporation (the "Senior TrusteeCompany"), or as subordinated indebtedness proposes to issue and sell [____ shares of its common stock, par value $.01 per share (the "Subordinated Debt SecuritiesCommon Stock") under an indenture, dated as of )] [______ shares of its preferred stock, par value ___________ per share (the "Subordinated IndenturePreferred Stock")] [$ aggregate principal amount of its [senior] [subordinated] debt securities (the "Debt Securities")] ([such securities also being hereinafter referred to as] the "[Initial] Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase [, severally and not jointly,] the [[number] [principal] [amount] of] Underwritten Securities [opposite their names set forth below] at the purchase price set forth below [, and collectively with a proportionate share of Option Underwritten Securities set forth below, to the Senior Indentureextent any are purchased]. [Number] [Principal Amount] Underwriter of [Initial] Underwritten Securities ----------- ------------------------------------ ---------------- Total [$] ================ The Underwritten Securities shall have the following terms: [Common Stock] Title: Number of shares: Number of Option Underwritten Securities: Initial public offering price per share: $ Purchase price per share: $ Listing requirements: Black-out provisions: Lock-up provisions: Other terms and conditions: Closing date and location: [Preferred Stock] Title: Rank: Ratings: Number of shares: Number of Option Underwritten Securities: Dividend rate (or formula) per share: $ Dividend payment dates: Stated value: $ Liquidation preference per share: $ Redemption provisions: Sinking fund requirements: Conversion provisions: Listing requirements: Black-out provisions: Lock-up provisions: Initial public offering price per share: $___ plus accumulated dividends, the "Indentures"if any, and each, an "Indenture"), between the Company and from _____ Purchase price per share: $___ plus accumulated dividends, if any, from _____________, as trustee (the "Subordinated Trustee", _ Other terms and collectively with the Senior Trustee, the "Trustees", conditions: Closing date and each, a "Trustee"). Each series of location: [Debt Securities may vary, as applicable, as to title, aggregate Securities] Title: Rank: Ratings: Aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.:

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the parties hereto in accordance with its terms. Very truly yours, COLFAX CORPORATION (a Maryland corporation) Common StockBy /s/ C. Xxxxx Xxxxxxx Name: C. Xxxxx Xxxxxxx Title: Senior Vice President, Preferred Stock Chief Financial Officer & Treasurer Underwriting Agreement CONFIRMED AND ACCEPTED, as of the date first above written: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director Underwriting Agreement BDT CAPITAL PARTNERS FUND I, L.P. BDT CAPITAL PARTNERS FUND I-A, L.P. BDT CAPITAL PARTNERS ANNEX FUND I, L.P. BDT CAPITAL PARTNERS ANNEX FUND I-A, L.P. BDTCP INVESTMENTS I, LLC By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President and Debt Secretary Underwriting Agreement Schedule A The purchase price per share for the Firm Shares to be paid by the Underwriters shall be $42.7234. Name of Underwriter Number of Firm Shares Deutsche Bank Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CO. Inc. 4,500,000 Citigroup Global Markets Inc. 1,500,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying 1,500,000 Barclays Capital Inc. 500,000 Credit Suisse Securities (as defined below)USA) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company LLC 500,000 HSBC Securities (each, a "Designating Amendment"USA) relating to such series of Preferred StockInc. 500,000 KeyBanc Capital Markets Inc. 500,000 UBS Securities LLC 500,000 Sch. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.A Schedule B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporationcounterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, GOSSAMER BIO, INC. By Title: [Signature page to Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED SVB LEERINK LLC BARCLAYS CAPITAL INC. EVERCORE GROUP L.L.C. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: SVB LEERINK LLC By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory By: EVERCORE GROUP L.L.C. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A 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) Common Stock, Preferred Stock for dividends or distributions declared by the Company and Debt payable on the Initial Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CObut not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.SVB Leerink LLC Barclays Capital Inc. Evercore Group L.L.C. Total SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Stockholders in accordance with its terms. Very truly yours, GNC CORPORATION (a Maryland corporation) Common StockBy Jxxxxx Xxxxxxxxx Title: President and Chief Executive Officer ATTORNEY-IN-FACT By Mxxx X. Xxxxxxxx As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule B hereto CONFIRMED AND ACCEPTED, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX as of the date first above written: MXXXXXX LXXXX & CO. Xxxxxxx MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By Authorized Signatory LXXXXX BROTHERS INC. By Authorized Signatory UBS SECURITIES LLC By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Number of Name of Underwriter Initial Securities Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price Lxxxxx Brothers Inc. UBS Securities LLC Total Sch A-1 SCHEDULE B Number of its shares Initial Maximum Number of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Option Securities to be determined at the time Sold Securities to Be Sold GNC CORPORATION GNC Investors, LLC Total SCHEDULE C GNC CORPORATION [l] Shares of sale. The Preferred Common Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculationPar Value $0.01 Per Share), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION (a Maryland corporation) Common StockBy: Name: Title: CONFIRMED AND ACCEPTED, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx X.X. Xxxxxx Xxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value Par Value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"Per Share), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.

Effect of Headings. 32 Draft The Article and Section headings herein and the Table of 6/9/97 BEACON PROPERTIES CORPORATION Contents are for convenience only and shall not affect the construction hereof. Very truly yours, XXXXX XXX HOLDINGS INC. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President and Chief Financial Officer CHUBB LIMITED By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President, General Counsel and Secretary Exhibit A XXXXX XXX HOLDINGS INC. (a Maryland Delaware corporation) Common Stock, Preferred Stock and Debt Securities UNDERWRITING Unconditionally Guaranteed as to Payment of Principal, Premium, if any, and Interest by CHUBB LIMITED TERMS AGREEMENT ---------------------- _______ __[●] To: XXXXX XXX HOLDINGS INC. 000 Xxxxxx Xxxxxx, 1997 XXXXXXX XXXXX & CO. Xxxxxxx LynchXX00X Xxxxxxxxxxxx, PierceXX 00000 CHUBB LIMITED Xxxxxxxxxx 00, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxXX-0000 Xxxxxx, Xxx Xxxx 00000-0000 Xxxxxxxxxxx Ladies and Gentlemen: Beacon Properties CorporationWe understand that Xxxxx XXX Holdings Inc., a Maryland Delaware corporation (the "“Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"”), proposes to issue and sell senior or subordinated € aggregate principal amount of its [senior] [subordinated] debt securities (the "Debt “Underwritten Securities"”), which will be unconditionally guaranteed as to payment of principal, premium, if any, and interest by Chubb Limited, a Swiss company. Subject to the terms and conditions set forth or any combination thereofincorporated by reference herein, the underwriter[s] named below (the “Underwriter[s]”) offer[s] to purchase [, severally and not jointly,] the principal amount of Underwritten Securities opposite [its] [their] name[s] set forth below at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities Total [€] The Underwritten Securities shall have the following terms: Title: Rank: Ratings (Xxxxx’x/S&P/Fitch): Aggregate principal amount: Denominations: Currency of payment: Interest rate or formula: Interest payment dates: Regular record dates: Stated maturity date: Redemption provisions: Sinking fund requirements: Conversion or exchange provisions: Guarantee Provisions: Listing requirements: Black-out provisions: Fixed or Variable Price Offering: [Fixed] [Variable] Price Offering If Fixed Price Offering, initial public offering price: % of the principal amount, plus accrued interest [amortized original issue discount], if any, from time . Purchase price: % of principal amount, plus accrued interest [amortized original issue discount], if any, from . Form: Applicable Time: Other terms and conditions: Closing date and location: Notices: Notice to timethe Underwriters shall be directed to the Representative(s) c/o: [ ] All of the provisions contained in the document attached as Annex I hereto entitled “XXXXX XXX HOLDINGS INC. (a Delaware corporation) – Senior and Subordinated Debt Securities –Unconditionally Guaranteed as to Payment of Principal, Premium, if any, and Interest by CHUBB LIMITED – UNDERWRITING AGREEMENT” (the “Underwriting Agreement”) are hereby incorporated by reference in or pursuant to one or more offerings on terms their entirety herein and shall be deemed to be determined at the time a part of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as this Terms Agreement to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion same extent as if such provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as had been set forth in full herein. Terms defined in such document are used herein as therein defined. [Solely for the applicable amendment to the Articles of Incorporation purposes of the Company (eachrequirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness amended (the "Senior Debt Securities"“Product Governance Rules”) regarding the mutual responsibilities of manufacturers under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Product Governance Rules:

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Shareholder in accordance with its terms. Very truly yours, RCS CAPITAL CORPORATION (a Maryland corporationBy: /s/ Wxxxxxx X. Xxxxxx Name: Wxxxxxx X. Xxxxxx Title: Chief Executive Officer RCAP HOLDINGS, LLC By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Managing Member [RCS Capital Corporation - Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED BARCLAYS CAPITAL INC. By: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: /s/ Kxxxxx Xxxxxx Name: Kxxxxx Xxxxxx Title: Managing Director By: BARCLAYS CAPITAL INC. By: /s/ Vxxxxxxx Xxxx Name: Vxxxxxxx Xxxx Title: Vice President For themselves and as Representatives of the other Underwriters named in Schedule A hereto. [RCS Capital Corporation - Underwriting Agreement] SCHEDULE A The initial public offering price per share for the Securities shall be $20.25. The purchase price per share for the Securities to be paid by the several Underwriters shall be $19.035, being an amount equal to the initial public offering price set forth above less $1.215 per share, subject to adjustment in accordance with Section 2(b) Common Stock, Preferred Stock for dividends or distributions declared by the Company and Debt payable on the Initial Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CObut not payable on the Option Securities. Xxxxxxx Name of Underwriter Number of Initial Securities Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 6,490,417 Barclays Capital Inc. 6,490,417 Citigroup Global Markets Inc. 1,570,417 JMP Securities LLC 1,570,417 J.X. Xxxxxx Securities LLC 1,570,417 Ladenburg Txxxxxxx & Co. Inc. 1,570,417 BMO Capital Markets Corp. 1,210,417 Realty Capital Securities, LLC 1,210,417 Aegis Capital Corp 277,083 J.X. Xxxxxx & Company, LLC 277,083 Maxim Group LLC 277,083 National Securities Corporation 277,083 Newbridge Securities Corporation 100,000 Northland Securities, Inc. 277,083 RBS Securities Inc. 277,083 Rxxxxx X. Xxxxx & Co. Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation 277,083 Mitsubishi UFJ Securities (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"USA), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Inc. 277,083 Total 24,000,000 Sch A SCHEDULE B Number of Initial Securities to be determined at the time Sold Maximum Number of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may varyOption Securities to Be Sold RCS Capital Corporation 19,000,000 3,600,000 RCAP Holdings, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.LLC 5,000,000 0 Total 24,000,000 3,600,000 Sch B

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters, the Company and the Selling Shareholder in accordance with its terms. Very truly yours, MACQUARIE INFRASTRUCTURE COMPANY LLC By /s/ Pxxxx Xxxxxx Name: Pxxxx Xxxxxx Title: Chief Executive Officer MACQUARIE INFRASTRUCTURE MANAGEMENT (a Maryland corporationUSA) Common StockINC. By /s/ Pxxxx Xxxxxx Name: Pxxxx Xxxxxx Title: President By /s/ Axxx Xxxxxxx Xxxx Name: Axxx Xxxxxxx Xxxx Title: Vice President The undersigned acknowledge that Investments in Macquarie Infrastructure Company LLC are not deposits with or other liabilities of Macquarie Bank Limited or of any Macquarie Group company and are subject to investment risk, Preferred Stock including possible delays in repayment and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __loss of income and principal invested. Neither Macquarie Bank Limited nor any other member company of the Macquarie Group guarantees the performance of Macquarie Infrastructure Company LLC or the repayment of capital from Macquarie Infrastructure Company LLC. CONFIRMED AND ACCEPTED, 1997 XXXXXXX XXXXX as of the date first above written: CITIGROUP GLOBAL MARKETS INC. By: /s/ Lxxx Xxxxxx Lxxx Xxxxxx, Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ [ILLEGIBLE] Authorized Signatory MXXXXXX LXXXX & CO. Xxxxxxx MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: /s/ Bxxxx Xxxxxx Authorized Signatory MACQUARIE SECURITIES (USA) INC. By: /s/ Lxxx Xxxxxxxx Lxxx Xxxxxxxx President, Co-CEO By: /s/ Mxxxxxxx Xxxxxxxxx Mxxxxxxx Xxxxxxxxx Senior Vice President For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Underwriters Number of Initial Name of Underwriters Securities Citigroup Global Markets Inc. 1,386,000 Credit Suisse Securities (USA) LLC 1,386,000 Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx1,386,000 Macquarie Securities (USA) Inc. 1,197,000 A.X. Xxxxxxx & Sons, Xxx Xxxx 00000-0000 Ladies Inc. 315,000 Jxxxxxxxx & Company, Inc. 315,000 Sxxxxx, Xxxxxxxx & Company, Incorporated 315,000 Total 6,300,000 Sch A-1 SCHEDULE B Significant Subsidiaries Macquarie Infrastructure Company Inc. Macquarie District Energy Holdings LLC Macquarie FBO Holdings LLC Atlantic Aviation FBO, Inc. Atlantic Aviation Corporation Eagle Aviation Resources, Ltd. Trajen Holdings, Inc. Macquarie Americas Parking Corporation Macquarie Gas Holdings LLC The Gas Company LLC Macquarie Terminal Holdings LLC SCHEDULE C Financial Entities Auditor’s Standard of Independence with respect to Financial Entity Auditor the related Financial Entity Macquarie Infrastructure Company Trust KPMG LLP Registered public accounting firm under the 1933 Act and Gentlemen: Beacon Properties Corporationthe Rules and Regulations (“RPAF”) IMTT Holdings Inc. (formerly known as Loving Enterprises, a Maryland corporation Inc.) KPMG LLP RPAF The Gas Company KPMG LLP RPAF Loving Enterprises, Inc. (the "Company"currently known as IMTT Holdings Inc.) proposes to issue and sell up to $600,000,000 aggregate initial public offering price Ernst & Young LLP RPAF The Gas Company Deloitte & Touche LLP Generally Accepted Auditing Standards (GAAS) SJJC Aviation Services, LLC McGladrey & Pxxxxx, LLP RPAF SCHEDULE D All Subsidiaries Macquarie Infrastructure Company Inc. Macquarie Yorkshire LLC Communications Infrastructure LLC South East Water LLC Macquarie FBO Holdings LLC MIC European Financing Sarl Macquarie District Energy Holdings LLC Macquarie Americas Parking Corporation Atlantic Aviation FBO, Inc. Eagle Aviation Resources, Ltd. Macquarie Gas Holdings LLC Macquarie Terminal Holdings LLC Futura Natural Gas LLC Macquarie District Energy Inc. Macquarie Airports North America Inc. Macquarie Aviation North America Inc. Macquarie Aviation North America 2 Inc. Trajen Holdings, Inc. Parking Company of its shares of common stockAmerica Airports Holdings, par value $.01 per share (the "Common Stock") or shares of preferred stockLLC PCAA Parent, par value $.01 per share (the "Preferred Stock") and Beacon LLC RCL Properties, L.P.LLC PCAA Properties, a Delaware limited partnership LLC PCAA Oakland, LLC (the "Operating Partnership"fka PCAA Chicago Holdings, LLC) Parking Company of America Airports, LLC PCAA GP, LLC PCAA LP, LLC PCA Airports, Ltd. Parking Company of America Airports Phoenix, LLC PCAA Chicago, LLC Airport Parking Management Inc. PCAA Missouri, LLC PCAA SP, LLC PCAA SP-OK, LLC Seacoast Holdings (PCAAH), proposes to issue Inc. Macquarie HGC Investment LLC HGC Investment Corporation HGC Holdings LLC The Gas Company LLC Thermal Chicago Corporation MDE Thermal Technologies Inc. Northwind Chicago LLC ETT National Power, Inc. Northwind Midway LLC ETT Nevada, Inc. Northwind Aladdin LLC ILG Avcenter, Inc. BTV Avcenter, Inc. Atlantic Aviation Holding Corporation Atlantic Aviation Corporation Atlantic Aviation Flight Support, Inc. Bridgeport Airport Services, Inc Atlantic Aviation Philadelphia, Inc. COAI Holdings, LLC Charter Oak Aviation, Inc. BASI Holdings, LLC Bxxxxxxx Airport Services, Inc AAC Subsidiary, LLC Executive Air Support, Inc Flightways of Long Island Inc. d/b/a Million Air FLI Subsidiary, LLC General Aviation, LLC General Aviation of New Orleans, LLC General Aviation Holdings LLC Newport FBO Two, LLC Palm Springs FBO Two, LLC Trajen Funding, Inc. Trajen Limited, LLC Trajen FBO, LLC Trajen Flight Support, LP Waukesha Flying Services, Inc. Sierra Aviation, Inc. Atlantic SMO Holdings LLC Atlantic SMO GP LLC ProAir Aviation Maintenance, LLC (merger of CPR Maintenance LLC and sell senior or subordinated debt securities (the "Debt Securities")DVT Maintenance LLC) Supermarine of Sxxxxxx LLC Aviation Contract Services, or any combination thereofInc. Supermarine Investors, from time to timeInc. Supermarine of Santa Mxxxxx, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the LP SCHEDULE E Macquarie Infrastructure Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the LLC 6,300,000 Limited Liability Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Interests

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company, Restoration Hardware, Home Holdings, LLC and the Attorney-in-Fact for the Selling Stockholders a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company, Restoration Hardware, Home Holdings, LLC and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Selling Stockholders in accordance with its terms. Very truly yours, 1997 RESTORATION HARDWARE HOLDINGS, INC. By Name: Title: RESTORATION HARDWARE, INC. By Name: Title: HOME HOLDINGS, LLC By Name: Title: The Selling Stockholders named in Schedule B hereto By Name: As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXXX, SACHS & CO. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: XXXXXXX, SACHS & CO. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A 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. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price Sachs & Co. Total — SCHEDULE B Number of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Initial Securities to be determined at the time Sold Maximum Number of saleOption Securities to Be Sold RESTORATION HARDWARE HOLDINGS, INC. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may varyTHE SELLING STOCKHOLDERS HOME HOLDINGS, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)LLC [NAME OF SELLING STOCKHOLDER](a) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"[NAME OF SELLING STOCKHOLDER](b) relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Total

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding, please indicate your acceptance of 6/9/97 BEACON PROPERTIES CORPORATION (a Maryland corporationthis Agreement by signing in the space provided below. Very truly yours, ADAMAS PHARMACEUTICALS, INC. By /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED LEERINK PARTNERS LLC EVERCORE GROUP L.L.C. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxx X. Xxxxxx Authorized Signatory By: LEERINK PARTNERS LLC By: /s/ Xxxx X. Xxxxxxxxxx, Esq. Authorized Signatory By: EVERCORE GROUP L.L.C. By: /s/ Xxxxxx X. Xxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price per share for the Securities shall be $41.50. The purchase price per share for the Securities to be paid by the several Underwriters shall be $39.01, being an amount equal to the public offering price set forth above less $2.49 per share, subject to adjustment in accordance with Section 2(b) Common Stock, Preferred Stock for dividends or distributions declared by the Company and Debt payable on the Initial Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CObut not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.1,170,000 Leerink Partners LLC 960,000 Evercore Group L.L.C. 870,000 Total 3,000,000 Sch A-1 SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Article and Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Company and the Underwriters and in accordance with its terms. Very truly yours, MAIN STREET CAPITAL CORPORATION (a Maryland corporation) Common StockBy: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President CONFIRMED AND ACCEPTED, Preferred Stock as of the date first above written: XXXXXX XXXXXX & COMPANY, INC. For itself and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & COon behalf of the other Underwriters named in Schedule A hereto. Xxxxxxx Lynch, Pierce, By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director SCHEDULE A Name of Underwriter Number of Firm Shares Xxxxxx Xxxxxx & Company, Inc. 900,000 Xxxxxx X. Xxxxx & Co. Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation525,000 BB&T Capital Markets, a Maryland corporation (division of Xxxxx & Xxxxxxxxxxxx, LLC 525,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 300,000 Ladenburg Xxxxxxxx & Co. Inc. 300,000 Xxxxxxx Xxxxxx Xxxxxx Inc. 300,000 X.X. Xxxxxxxx & Co. 75,000 Xxxxxxxxxx Securities, Inc. 75,000 Total 3,000,000 SCHEDULE B Members of the "Company") Underwriters’ selling group orally communicated the following information to their respective customers: Main Street Capital Corporation proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its 3,000,000 shares of common stock, par value $.01 per share stock to the Underwriters (3,450,000 shares including the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"underwriters’ over-allotment option), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock purchase price for the common shares will be issued in one or more series and each series of Preferred Stock may vary$16.7125 per share, as applicable, as which represents a price to the titlepublic of $17.50 per share, specific number less an underwriting discount of shares, rank, stated value, liquidation preference, dividend rate or rates $0.7875 per share. The estimated net proceeds before expenses to Main Street Capital Corporation will be $50,137,500 million (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms $57,658,125 million with the full exercise of the related Underlying Securities (as defined belowover-allotment option)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, Perspective Therapeutics, Inc. By /s/ Xxxxx (a Maryland corporationXxxxx) Common StockXxxxx Name: Xxxxx (Xxxxx) Xxxxx Title: Chief Executive Officer CONFIRMED AND ACCEPTED, Preferred Stock as of the date first above written: BOFA SECURITIES, INC. By: BOFA SECURITIES, INC. By /s/ Xxxx Xxxxxx Authorized Signatory Name: Xxxx Xxxxxx Title: Managing Director For itself and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & COas Representative of the other Underwriters named in Schedule A hereto. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate SCHEDULE A The initial public offering price of its shares of common stock, par value for the Securities shall be: (i) $.01 1.51 per share in respect of the Shares and (ii) $1.509 per Pre-Funded Warrant in respect of the "Common Stock"Pre-Funded Warrants. The purchase price for the Securities to be paid by the several Underwriters shall be (a) or shares of preferred stock, par value $.01 1.4043 per share in respect of the Shares, being an amount equal to the offering price set forth above less $0.1057 per share, and (b) $1.4033 per Pre-Funded Warrant in respect of the "Preferred Stock") and Beacon PropertiesPre-Funded Warrants, L.P., a Delaware limited partnership (being an amount equal to the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to timeoffering price set forth above less $0.1057 per Pre-Funded Warrant, in each case, subject to adjustment in accordance with Section ‎2(b) for dividends or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Securities. Name of Underwriter Number of Shares Number of Pre-Funded Warrants BofA Securities, as trustee (the "Senior Trustee")Inc. 25,757,940 732,126 Xxxxxxxxxxx & Co. Inc. 18,030,558 512,488 RBC Capital Markets, or as subordinated indebtedness (the "Subordinated Debt LLC 5,151,588 146,425 X. Xxxxx Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Inc. 2,575,794 73,213 Total 51,515,880 1,464,252 Sch A-1 SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Shareholder(s) a Maryland corporationcounterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Shareholder(s) Common Stockin accordance with its terms. Very truly yours, Preferred Stock TUBEMOGUL, INC. By Title: [NAME] By As Attorney-in-Fact acting on behalf of the Selling Shareholder(s) named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: X. X. XXXXXX SECURITIES LLC By Authorized Signatory By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory For themselves and Debt as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities UNDERWRITING AGREEMENT ---------------------- _______ __shall be $●. The purchase price per share for the Securities to be paid by the several Underwriters shall be $●, 1997 XXXXXXX XXXXX & CObeing 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. Name of Underwriter Number of Initial Securities X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price Citigroup Global Markets Inc. JMP Securities LLC Xxxxxxxxxxx & Co. Inc. Total SCHEDULE B Number of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Initial Securities to be determined at the time Sold Maximum Number of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may varyOption Securities to Be Sold TubeMogul, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Inc. ● ● [LIST SELLING SHAREHOLDERS] ● 0 Total SCHEDULE C-1

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, II-VI INCORPORATED By /s/ Xxxx Xxxx Xxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: BOFA SECURITIES, INC. By /s/ Xxxxxxxxx Xxxxxxxx Authorized Signatory X.X. XXXXXX SECURITIES LLC By /s/ Xxxxx Xxxxx Authorized Signatory CITIGROUP GLOBAL MARKETS INC. By /s/ Xxxxx Xxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities BofA Securities, Inc. 1,000,000 X.X. Xxxxxx Securities LLC 460,000 Citigroup Global Markets Inc. 440,000 Deutsche Bank Securities Inc. 30,000 Xxxxxx Xxxxxxx & Co. LLC 30,000 Barclays Capital Inc. 20,000 Xxxxx-Xxxxxx Capital Group LLC 20,000 Total 2,000,000 SCHEDULE B Free Writing Prospectuses Final Term Sheet, attached as Schedule C hereto. SCHEDULE C Final Term Sheet Pricing Term Sheet Free Writing Prospectus dated as of July 1, 2020 Filed pursuant to Rule 433 Relating to the Preliminary Prospectus Supplements each dated June 30, 2020 to the Prospectus dated June 30, 2020 Registration No. 333-239549 II-VI Incorporated Concurrent Offerings of 9,302,235 Shares of Common Stock, no par value per Share (the “Common Stock”) (the “Common Stock Offering”) and 2,000,000 Shares of 6.00% Series A Mandatory Convertible Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The “Mandatory Convertible Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculationOffering”), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Operating Partnership in accordance with its terms. Very truly yours, 1997 XXXXXXX FARMLAND PARTNERS INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer and Treasurer FARMLAND PARTNERS OPERATING PARTNERSHIP, LP By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer and Treasurer [Signature page to Underwriting Agreement.] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX X. XXXXX & CO. INCORPORATED By: /s/ Xxxx Xxxxxxxxxx Authorized Signatory XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxx X. Xxxxxxx LynchAuthorized Signatory Each, Piercefor itself and as a representative of the other Underwriters named in Schedule A hereto, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes if any. [Signature page to issue and sell up to $600,000,000 aggregate Underwriting Agreement.] SCHEDULE A The initial public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 11.25. The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$10.74375, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as initial public offering price set forth above less $0.50625 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one hereof for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxx X. Xxxxx & Co. Incorporated 1,131,500 Xxxxxx, as trustee (the "Senior Trustee")Xxxxxxxx & Company, or as subordinated indebtedness (the "Subordinated Debt Incorporated 1,131,500 Xxxxxxxxxx Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Inc. 465,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 310,000 FBR Capital Markets & Co. 62,000 Total 3,100,000 SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Company in accordance with its terms. Very truly yours, 1997 STIFEL FINANCIAL CORP. By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: SVP & CFO [Underwriting Agreement Signature Page] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Signatory XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxxx Authorized Signatory XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxx Xxxxxx Authorized Signatory By: /s/ Xxxx Xxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price of the Securities shall be 100% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The purchase price to be paid by the Underwriters for the Securities shall be 97.00% of the principal amount thereof. The interest rate on the Securities shall be 6.70% per annum. We may redeem the notes in whole or in part on or after January 15, 2015 at our option at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest to the date of redemption. Name of Underwriter Principal Amount of Securities Xxxxxx, Xxxxxxxx & Company, Incorporated $ 38,500,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 38,500,000 Xxxxxx Xxxxxxx & Co. LLC 38,500,000 UBS Securities LLC 38,500,000 Credit Suisse Securities (USA) LLC 17,500,000 U.S. Bancorp Investments, Inc. 3,500,000 Total $ 175,000,000 SCHEDULE B Free Writing Prospectuses Final Term Sheet SCHEDULE C Free Writing Prospectus Filed pursuant to Rule 433 Registration Number 333-178969 Stifel Financial Corp. $175,000,000 6.70% Senior Notes due January 2022 Term Sheet January 18, 2012 Issuer: Stifel Financial Corp. (NYSE: SF) Title of Security: 6.70% Senior Notes due January 2022 Type of Offering: SEC Registered Principal Amount: $175,000,000 Trade Date: January 18, 2012 Settlement Date (T+3): January 23, 2012 Maturity Date: January 15, 2022 Optional Redemption: Par call on or after January 15, 2015 Expected Ratings: [Intentionally omitted] Coupon: 6.70% quarterly Interest Payment Dates: Each January 15, April 15, July 15 and October 15 First Interest Payment Date: April 15, 2012 Price to Public: $25.00 per Security Underwriters’ Discount: $0.75 per Security Price to Issuer: $24.25 Proceeds, Before Expenses: $169,750,000 CUSIP / ISIN: 000000000 / US8606302011 Proposed Listing: NYSE Joint Book-Running Managers: Xxxxxx, Xxxxxxxx & Company, Incorporated Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC UBS Securities LLC Joint Lead-Manager: Credit Suisse Securities (USA) LLC Co-Manager: U.S. Bancorp Investments, Inc. Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement, including a prospectus, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Xxxxxx, Xxxxxxxx & Company, Incorporated at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Xxxxx Xxxxxxxxx Incorporated toll-free at 1-800-294-1322, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000Xxxxxxx & Co. LLC toll-free at 0-000-000-0000 Ladies and Gentlemen: Beacon Properties Corporationor UBS Securities LLC toll-free at 0-000-000-0000, a Maryland corporation (ext. 561 3884. This pricing term sheet supplements the "Company") proposes preliminary form of prospectus supplement issued by Stifel Financial Corp. on January 18, 2012 relating to issue and sell up to $600,000,000 aggregate initial public offering price its Prospectus dated January 11, 2012. SCHEDULE D List of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation Subsidiaries Subsidiaries of the Company Xxxxxx, Xxxxxxxx & Company, Incorporated Xxxxxx Xxxxxxxx Insurance Agency, Incorporated Century Securities Associates, Inc. CSA Insurance Agency, Incorporated Stifel Asset Management Corp. Xxxxxxx, Xxxxxx Inc. Xxxxxx Xxxxxxxx Limited Xxxx Xxxx Holdings, LLC First Service Financial Company Stifel Bank & Trust Stifel Bank – CDC Choice Financial Partners, Inc. Xxxxxx Xxxx & Co., Inc. Broadway Air Corp. Stifel Financial Capital Trust II Stifel Financial Capital Trust III Stifel Financial Capital Trust IV Missouri Valley Partners Xxxxxx Xxxxxxxx Canada Inc. Xxxxxx Xxxxxxxx Europe Limited Stone & Xxxxxxxxx LLC Stifel Trust Company Xxxxxx Xxxxxx Partners Group, Inc. Xxxxxx Xxxxxx Partners LLC Xxxxxx Xxxxxx Capital Management LLC Xxxxxx Xxxxxx Venture Partners LLC Xxxxxx Xxxxxx Healthcare Venture Partners LLC Xxxxxx Xxxxxx Global Growth Partners LLC Xxxxxx Xxxxxx Asset Management LLC TW Asset Management LLC Xxxxxx Xxxxxx Partners Insurance Services LLC TWP Holdings Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"Canada), between Inc. TWP Acquisition Company (Canada), Inc. Xxxxxx Xxxxxx Capital Corporation Exhibit A-1 FORM OF OPINION OF XXXXX XXXX LLP, COUNSEL FOR THE COMPANY TO BE DELIVERED PURSUANT TO SECTION 5(b) 1. Based solely on a recently dated good standing certificate from the Secretary of State of the State of Delaware the Company and __________________is validly existing as a corporation, as trustee (in good standing under the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms laws of the related Underlying Securities) State of Delaware, with all requisite corporate power and any other variable terms established by or pursuant authority to own, lease and operate its properties to conduct its business as described in the applicable IndentureProspectus and the General Disclosure Package and to enter into and perform its obligations under the Underwriting Agreement.

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Company in accordance with its terms. Very truly yours, 1997 BLACK DIAMOND, INC. By: /s/ Rxxxxx Xxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: PXXXX XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies By: /s/ Cxxxxxxx X. Cxxxxxxxx Name: Cxxxxxxx X. Cxxxxxxxx Title: Managing Director For itself and Gentlemen: Beacon Properties Corporation, a Maryland corporation (as Representative of the "Company") proposes to issue and sell up to $600,000,000 aggregate other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 7.50. The purchase price per share (for the "Preferred Stock") Non-Reserve Securities and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Option Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$7.05, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as initial public offering price set forth above less $0.45 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. The purchase price per share for the Reserved Securities to be paid by the several Underwriters shall be $7.50, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under being an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant amount equal to the applicable Indenture.initial public offering price. Name of Underwriter Number of Non-Reserve Securities Number of Reserve Securities Pxxxx Xxxxxxx & Co. 7,450,000 1,117,500 Wx Xxxxx & Co. 300,000 45,000 Total 7,750,000 1,162,500 Sch A-1 SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Company in accordance with its terms. Very truly yours, 1997 THERAVANCE, INC. By /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: CEO Accepted as of the date first above written: XXXXXX XXXXXXX XXXXX & CO. INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC LEERINK XXXXX LLC By: XXXXXX XXXXXXX & CO. INCORPORATED Xxxxxx Xxxxxxx Lynch& Co. Incorporated By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director By: CREDIT SUISSE SECURITIES (USA) LLC Credit Suisse Securities (USA) LLC By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director By: LEERINK XXXXX LLC Leerink Xxxxx LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director SCHEDULE A Name of Underwriter Initial Securities Option Securities Xxxxxx Xxxxxxx & Co. Incorporated 4,125,000 618,750 Credit Suisse Securities (USA) LLC 1,875,000 281,250 Leerink Xxxxx LLC 1,500,000 225,000 Total 7,500,000 1,125,000 SCHEDULE B Pricing Information, PierceIssuer General Use Free Writing Prospectuses and Rule 134 Term Sheet Pricing Information: On March 19, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx2010, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, the Company orally confirmed the sale of 7,500,000 shares of Common Stock at a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share of $11.50. Issuer General Use Free Writing Prospectuses: None. Rule 134 Term Sheet: Theravance, Inc. $86,250,000 7,500,000 Shares of Common Stock Issuer: Theravance, Inc. Symbol: THRX (the "Nasdaq Global Market) Size: $86,250,000 Shares Offered: 7,500,000 Shares of Common Stock") or shares Stock Over-allotment Option: 1,125,000 Shares of preferred stock, par value Common Stock Price to Public: $.01 11.50 per share Trade Date: March 19, 2010 Closing Date: March 24, 2010 CUSIP No: 00000X000 Joint Book-Running Managers: Xxxxxx Xxxxxxx & Co. Incorporated Credit Suisse Securities (the "Preferred Stock"USA) LLC Leerink Xxxxx LLC The issuer has filed a registration statement (including a prospectus) and Beacon Propertiesa preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, L.P.you should read the prospectus in that registration statement, a Delaware limited partnership (the "Operating Partnership")preliminary prospectus supplement and the documents incorporated by reference therein and filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, proposes to issue and sell senior or subordinated debt securities (the "Debt Securities")issuer, any underwriter or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth dealer participating in the applicable amendment offering will arrange to send you the Articles prospectus supplement and accompanying prospectus if you request it by calling Xxxxxx Xxxxxxx toll-free at 1-(866) 718-1649 or emailing xxxxxxxxxx@xxxxxxxxxxxxx.xxx, by calling Credit Suisse toll-free at 1-(800) 221-1037 or by calling Leerink Xxxxx toll-free at 1-(800) 808-7525, Ext. 4814. SCHEDULE C Theravance, Inc. 7,500,000 Shares of Incorporation of the Company Common Stock (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"Par Value $0.01 Per Share), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.

Effect of Headings. 32 Draft The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Very truly yours, PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED By: Name: Title: Confirmed and accepted as of 6/9/97 BEACON PROPERTIES CORPORATION the date first above written: By: Name: Title: By: Name: Title: Exhibit A PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED (a Maryland New Jersey corporation) Common Stock, Preferred Stock and Debt Securities UNDERWRITING TERMS AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, 200__ To: Public Service Enterprise Group Incorporated 00 Xxxx Xxxxx, X0X X.X. Xxx 0000 Xxxxxx, XX 00000-0000 Ladies and Gentlemen: We understand that Public Service Enterprise Group Incorporated, a New Jersey corporation (“PSEG”), proposes to issue and sell $____________ aggregate principal amount of its debt securities (the "Senior Indenture"“Debt Securities”) (such securities also being hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, between the Company underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the principal amount of Underwritten Securities opposite their names set forth below at the purchase price set forth below. Underwriter Principal Amount $ Total __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ ($ The Underwritten Securities shall have the "Subordinated Indenture"following terms: Title: Rank: [Senior] [Subordinated] unsecured debt securities. Ratings: Xxxxx’x Investors Service, Inc. Standard & Poor’s Rating Service Aggregate principal amount: $ Aggregate principal amount of Option Underwritten Securities: Denominations: $1,000 and collectively with integral multiples thereof. Currency of payment: U.S. dollars. Interest rate or formula: Interest payment dates: Regular record dates: Stated maturity date: Redemption provisions: Sinking fund requirements: None. Listing requirements: None. Black-out provisions: [Three business days from the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and date of this Agreement] Fixed or Variable Price Offering: Fixed Price Offering Initial public offering price per security: ___% of the principal amount, plus unpaid interest accrued, if any, from __________, 200__. Purchase price per security: ___% of the principal amount, plus unpaid interest accrued, if any, from __________, 200__. Form: Global Note through the facilities of The Depository Trust Company. Other terms and conditions: Closing date and location: ___________, 200__, 9:00 A.M. 00 Xxxx Xxxxx Xxxxxx, XX 00000 All of the provisions contained in the document attached as Annex I hereto entitled “PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED — Debt Securities — Underwriting Agreement” are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than 7:00 o’clock P.M. (New York City time) on ______________, as trustee (200_ by signing a copy of this Terms Agreement in the "Subordinated Trustee"space set forth below and returning the signed copy to us. Very truly yours, [Underwriters] By: [Representative] Authorized Signatory On behalf of itself and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee")other Underwriters named above. Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Accepted: PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED By: Name: Title:

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt the TCP Entities in accordance with its terms. Very truly yours, COMPANY: TCP CAPITAL CORP. By /s/ TCP Capital Corp. Name: Title: SVCP: SPECIAL VALUE CONTINUATION PARTNERS, LP By /s/ Special Value Continuation Partners, LP Name: Title: TCP: XXXXXXXXXX CAPITAL PARTNERS, LLC By /s/ Xxxxxxxxxx Capital Partners, LLC Name: Title: GENERAL PARTNER: SVOF/MM, LLC By /s/ SVOF/MM, LLC Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: DEUTSCHE BANK SECURITIES INC. By /s/ Deutsche Bank Securities UNDERWRITING AGREEMENT ---------------------- _______ __Inc. Authorized Signatory By /s/ Deutsche Bank Securities Inc. Authorized Signatory XXXXX, 1997 XXXXXXX XXXXX XXXXXXXX & COXXXXX, INC. Xxxxxxx LynchBy /s/ Xxxxx, PierceXxxxxxxx & Xxxxx, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies Inc. Authorized Signatory For themselves and Gentlemen: Beacon Properties Corporation, a Maryland corporation (as Representatives of the "Company") proposes to issue and sell up to $600,000,000 aggregate initial other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 15.63. The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$15.23, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as public offering price set forth above less $0.40 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Deutsche Bank Securities Inc. 1,080,000 Xxxxx, as trustee (the "Senior Trustee")Xxxxxxxx & Xxxxx, or as subordinated indebtedness (the "Subordinated Debt Inc. 810,000 Xxxxxxx Xxxxx & Associates, Inc. 810,000 Xxxxxxxxxxx & Co. Inc. 450,000 RBC Capital Markets, LLC 450,000 X.X. Xxxxxxxx & Co. 225,000 JMP Securities LLC 225,000 National Securities Corporation 225,000 Xxxxxxxxxx Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Inc. 225,000 Total 4,500,000 SCHEDULE B Pricing Terms

Effect of Headings. 32 Draft The Article and Section headings herein ------------------ and the Table of 6/9/97 BEACON PROPERTIES Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' understanding of the agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreement, along with all counterparts, will become a binding agreement between the Representatives and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: /s/ Xxxx X. Xxxxx -------------------------------- Name: Xxxx X. Xxxxx Title: Secretary CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX & CO. INCORPORATED XXXXXXX XXXXX BARNEY INC. ABN AMRO INCORPORATED COMMERZBANK AG X.X. XXXXXX SECURITIES INC. X.X. XXXXX SECURITIES CORPORATION WESTDEUTSCHE LANDESBANK GIROZENTRALE BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC. BARCLAYS BANK PLC RBC DOMINION SECURITIES CORPORATION TD SECURITIES (USA) INC. By: XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Xxxxxxx Xxxxx ----------------------------- Name: Xxxxxxx Xxxxx Title: Principal By: XXXXXXX XXXXX BARNEY INC. By: /s/ Xxxxxx X. Xxxx -------------------------------- Name: Xxxxxx X. Xxxx Title: Managing Director Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Maryland Delaware corporation) Common Stock, Preferred Stock and Debt Securities UNDERWRITING TERMS AGREEMENT ---------------------- _______ __--------------- Dated: ---------------, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch---- To: Caterpillar Financial Services Corporation 0000 Xxxx Xxx Xxxxxx Xxxxxxxxx, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties We understand that Caterpillar Financial Services Corporation, a Maryland Delaware corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated $ aggregate principal amount of its debt securities (the "Debt Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as Subject to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (terms and terms of the related Underlying Securities (as defined below)) and any other variable terms as conditions set forth in or incorporated by reference herein, we [the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness underwriters named below (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior IndentureUnderwriters")] offer to purchase [, between severally and not jointly,] the Company and __________________, as trustee (principal amount of Underwritten Securities [opposite their names set forth below] at the "Senior Trustee"), or as subordinated indebtedness (purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total -------------------------- [$] ========================== The Underwritten Securities shall have the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.following terms:

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt the TCP Entities in accordance with its terms. Very truly yours, COMPANY: TCP CAPITAL CORP. By /s/ TCP Capital Corp. Name: Title: SVCP: SPECIAL VALUE CONTINUATION PARTNERS, LP By /s/ Special Value Continuation Partners, LP Name: Title: TCP: XXXXXXXXXX CAPITAL PARTNERS, LLC By /s/ Xxxxxxxxxx Capital Partners, LLC Name: Title: GENERAL PARTNER: SVOF/MM, LLC By /s/ SVOF/MM, LLC Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: DEUTSCHE BANK SECURITIES INC. By /s/ Deutsche Bank Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 Inc. Authorized Signatory By /s/ Deutsche Bank Securities Inc. Authorized Signatory XXXXXXX XXXXX & COASSOCIATES, INC. By /s/ Xxxxxxx LynchXxxxx & Associates, PierceInc. Authorized Signatory XXXXX, Xxxxxx XXXXXXXX & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxXXXXX, Xxx Xxxx 00000-0000 Ladies INC. By /s/ Xxxxx, Xxxxxxxx & Xxxxx, Inc. Authorized Signatory For themselves and Gentlemen: Beacon Properties Corporation, a Maryland corporation (as Representatives of the "Company") proposes to issue and sell up to $600,000,000 aggregate initial other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 16.00. The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$15.50, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as public offering price set forth above less $0.50 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Deutsche Bank Securities Inc. 1,080,000 Xxxxxxx Xxxxx & Associates, as trustee (the "Senior Trustee")Inc. 1,035,000 Xxxxx, or as subordinated indebtedness (the "Subordinated Debt Securities") under an indentureXxxxxxxx & Xxxxx, dated as of ______________ (the "Subordinated Indenture"Inc. 900,000 RBC Capital Markets, and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt LLC 810,000 Xxxxxxxxxxx & Co. Inc. 360,000 JMP Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.LLC 157,500 National Securities Corporation 157,500 Total 4,500,000 SCHEDULE B Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Shareholder in accordance with its terms. Very truly yours, RCS CAPITAL CORPORATION (a Maryland corporationBy /s/ Wxxxxxx X. Xxxxxx Name: Wxxxxxx X. Xxxxxx Title: Chief Executive Officer RCAP HOLDINGS, LLC By /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Managing Member CONFIRMED AND ACCEPTED, as of the date first above written: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED BARCLAYS CAPITAL INC. By: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By /s/ Kxxxxx Xxxxxx Name: Kxxxxx Xxxxxx Title: Managing Director By: BARCLAYS CAPITAL INC. By /s/ Vxxxxxxx Xxxx Name: Vxxxxxxx Xxxx Title: Vice President For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $20.25. The purchase price per share for the Securities to be paid by the several Underwriters shall be $19.035, being an amount equal to the initial public offering price set forth above less $1.215 per share, subject to adjustment in accordance with Section 2(b) Common Stock, Preferred Stock for dividends or distributions declared by the Company and Debt payable on the Initial Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CObut not payable on the Option Securities. Xxxxxxx Name of Underwriter Number of Initial Securities Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 6,490,417 Barclays Capital Inc. 6,490,417 Citigroup Global Markets Inc. 1,570,417 JMP Securities LLC 1,570,417 J.X. Xxxxxx Securities LLC 1,570,417 Ladenburg Txxxxxxx & Co. Inc. 1,570,417 BMO Capital Markets Corp. 1,210,417 Realty Capital Securities, LLC 1,210,417 Aegis Capital Corp. 277,083 J.X. Xxxxxx & Company, LLC 277,083 Maxim Group LLC 277,083 National Securities Corporation 277,083 Newbridge Securities Corporation 100,000 Northland Securities, Inc. 277,083 RBS Securities Inc. 277,083 Rxxxxx X. Xxxxx & Co. Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation 277,083 Mitsubishi UFJ Securities (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"USA), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Inc. 277,083 Total 24,000,000 Sch A SCHEDULE B Number of Initial Securities to be determined at the time Sold Maximum Number of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may varyOption Securities to Be Sold RCS Capital Corporation 19,000,000 3,600,000 RCAP Holdings, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.LLC 5,000,000 0 Total 24,000,000 3,600,000 Sch B SCHEDULE C-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION our agreement, please sign and return to the Company and the Selling Stockholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Stockholder in accordance with its terms. Very truly yours, SPRINGLEAF HOLDINGS, INC. By: /s/ Minchung (a Maryland corporationXxxxxxx) Common StockKgil Title: Executive Vice President and Chief Financial Officer SPRINGLEAF FINANCIAL HOLDINGS, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __LLC, 1997 XXXXXXX XXXXX AS SELLING STOCKHOLDER By: /s/ Xxxxxx Xxxxxxx Title: President CONFIRMED AND ACCEPTED, as of the date first above written: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director XXXXXXX, SACHS & CO. Xxxxxxx LynchBy: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director BARCLAYS CAPITAL INC. By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Vice President CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Vice Chairman For themselves and as Representatives of the several other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price per share for the Securities shall be $51.50. The purchase price per share for the Securities to be paid by the several Underwriters shall be $50.34125, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (being an amount equal to the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth above less $1.15875 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Citigroup Global Markets Inc. 5,921,211 Xxxxxxx, as trustee Xxxxx & Co. 5,921,211 Barclays Capital Inc. 5,921,211 Credit Suisse Securities (the "Senior Trustee")USA) LLC 5,921,211 Natixis Securities Americas LLC 1,393,227 RBC Capital Markets, or as subordinated indebtedness (the "Subordinated Debt LLC 1,393,227 Xxxxx Fargo Securities") under an indenture, dated as LLC 1,393,227 Total 27,864,525 SCHEDULE B Number of ______________ (the "Subordinated Indenture"Initial Securities to be Sold Maximum Number of Option Securities to be Sold Issuer Springleaf Holdings, and collectively with the Senior IndentureInc. 19,417,476 0 Selling Stockholder Springleaf Financial Holdings, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.LLC 8,447,049 4,179,678 Total 27,864,525 4,179,678 SCHEDULE C-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, NORANDA ALUMINUM HOLDING CORPORATION (a Maryland corporation) Common StockBY: CONFIRMED AND ACCEPTED, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __as of the date first above written: XXXXXXX LYNCH, 1997 PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX XXXXX & CO. INCORPORATED CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE SECURITIES (USA) LLC XXXXXXX, SACHS & CO. UBS SECURITIES LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory By: XXXXXX XXXXXXX & CO. INCORPORATED By: Name: Title: By: CREDIT SUISSE SECURITIES (USA) LLC By: Name: Title: By: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: By: XXXXXXX, SACHS & CO. By: (Xxxxxxx, Xxxxx & Co.) By: UBS SECURITIES LLC By: Name: Title: For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A 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. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx [ —] Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Xxxxxxx & Co. Incorporated [ —] Citigroup Global Markets Inc. [ —] Credit Suisse Securities (as defined below)USA) and any other variable terms as set forth in the applicable amendment to the Articles LLC [ —] Xxxxxxx, Sachs & Co. [ —] UBS Securities LLC [ —] Barclays Capital Inc. [ —] Moelis & Company LLC [ —] SCHEDULE B-1 NORANDA ALUMINUM HOLDING CORPORATION [—] Shares of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Common Stock Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Company in accordance with its terms. Very truly yours, 1997 NV5 GLOBAL, INC. By /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Chairman and CEO CONFIRMED AND ACCEPTED, as of the date first above written: BOFA SECURITIES, INC.XXXX CAPITAL PARTNERS, LLCMORGAN XXXXXXX & CO. LLCROBERT X. XXXXX & CO. Xxxxxxx LynchINCORPORATED By: BOFA SECURITIES, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx INC. By /s/ Xxxxx Xxxxxxxxx Authorized Signatory By: XXXX CAPITAL PARTNERS, LLC By /s/ Xxxxx X. Xxxxxxxx Authorized Signatory By: XXXXXX XXXXXXX & CO. LLC By /s/ Xxxxxxxx Xxxxxxx Authorized Signatory By: XXXXXX X. XXXXX & CO. INCORPORATED By /s/ Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies Xxxxxx Authorized Signatory For themselves and Gentlemen: Beacon Properties Corporation, a Maryland corporation (as Representatives of the "Company") proposes to issue and sell up to $600,000,000 aggregate other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 93.00. The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$87.42, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as initial public offering price set forth above less $5.58 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number ofInitial Securities BofA Securities, as trustee (the "Senior Trustee")Inc. 387,098 Xxxx Capital Partners, or as subordinated indebtedness (the "Subordinated Debt LLC 387,097 Xxxxxx X. Xxxxx & Co. Incorporated 322,580 Xxxxxx Xxxxxxx & Co. LLC 322,580 CJS Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture"Inc. 48,387 Lake Street Capital Markets, and collectively with the Senior IndentureLLC 48,387 Maxim Group LLC 48,387 Xxxxxx & Company, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.LLC 48,387 Total 1,612,903 Sch A-1 SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, ARMADA XXXXXXX PROPERTIES, INC. By: /s/ Xxxxxxx X. X’Xxxx Name: Xxxxxxx X. X’Xxxx Title: Chief Financial Officer ARMADA XXXXXXX, X.X. By: Armada Xxxxxxx Properties, Inc., its general partner By: /s/ Xxxxxxx X. X’Xxxx Name: Xxxxxxx X. X’Xxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written, by the undersigned, each for itself and, together, as the Representatives: XXXXXXXXX LLC By: /s/ Xxxxxxx Xxxxxxx Authorized Signatory XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxx X. Xxxxxxx Authorized Signatory [Signature Page to Underwriting Agreement] SCHEDULE A Name of Underwriter Number of Initial Securities Xxxxxxxxx LLC 1,760,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 440,000 Total 2,200,000 Sch A-1 SCHEDULE B Free Writing Prospectuses Final Term Sheet (a Maryland corporationattached hereto). Sch B-1 Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Supplement dated June 10, 2019 to Prospectus dated May 5, 2017 Registration No. 333-216795 PRICING TERM SHEET ARMADA XXXXXXX PROPERTIES, INC. 6.75% Series A Cumulative Redeemable Perpetual Preferred Stock (Liquidation Preference $25.00 per share) Common June 11, 2019 Issuer: Armada Xxxxxxx Properties, Inc. Security: 6.75% Series A Cumulative Redeemable Perpetual Preferred Stock, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, 0.01 par value $.01 per share (the "Common “Series A Preferred Stock"”) or Number of Shares: 2,200,000 shares of preferred stock, par value (2,530,000 shares if the underwriters’ option to purchase additional shares is exercised in full) Public Offering Price: $.01 25.00 per share Underwriting Discounts: $0.7875 per share; $1,732,500 total (not including the "Preferred Stock"underwriters’ option to purchase additional shares) and Beacon PropertiesNet Proceeds (before expenses) $53,267,500 (or $61,257,625 if the underwriters’ option to purchase additional shares is exercised in full) Maturity Date: Perpetual (unless redeemed by the Issuer on or after June 18, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in 2024 or pursuant to one its special optional redemption right, or more offerings on terms in certain limited circumstances to preserve its status as a real estate investment trust, or converted by a holder in connection with a change of control described below under “Change of Control”) Trade Date: June 11, 2019 Settlement Date: June 18, 2019 (T + 5). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade shares of the Series A Preferred Stock prior to the date that is two business days preceding the settlement date will be determined required, by virtue of the fact that the shares of Series A Preferred Stock initially settle in T+5, to specify an alternate settlement arrangement at the time of saleany such trade to prevent a failed settlement. Purchasers of the shares of Series A Preferred Stock who wish to trade the shares of Series A Preferred Stock during such period should consult their advisors. Liquidation Preference: $25.00, plus accrued and unpaid dividends Dividend Rate: 6.75% per annum of the $25.00 per share liquidation preference (equivalent to $1.6875 per annum per share), accruing from June 18, 2019 Dividend Payments: The 15th day of January, April, July and October of each year (or if not a business day, on the immediately preceding business day) to holders of record as of the close of business on the first day of January, April, July and October of each year (or if not a business day, on the next succeeding business day). The first dividend on the Series A Preferred Stock will be issued in one or more series paid on October 15, 2019 and each series of Preferred Stock may varywill be a pro rata dividend from, as applicableand including, as the original issue date to the titleand including October 14, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth 2019 in the applicable amendment to the Articles amount of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture$0.54844 per share.

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, SAPIENS INTERNATIONAL CORPORATION (a Maryland corporation) Common StockN.V. By: /s/ Xxxx Xx-Xxx Title: President & Chief Executive Officer By: /s/ Xxxx Xxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 as of the date first above written: XXXXXXX XXXXX SACHS & CO. Xxxxxxx Lynch, Pierce, LLC By /s/ Xxxx Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Authorized Signatory X.X. XXXXXX SECURITIES LLC By /s/ Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies Authorized Signatory CITIGROUP GLOBAL MARKETS INC. By /s/ Eish Xxxxxxx Authorized Signatory XXXXXXXXX LLC By /s/ Natti Ginor Authorized Signatory For itself and Gentlemen: Beacon Properties Corporation, a Maryland corporation (as Representatives of the "Company") proposes to issue and sell up to $600,000,000 aggregate other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 29.50. The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$28.025, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as initial public offering price set forth above less $1.475 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Sachs & Co. LLC 983,051 X.X. Xxxxxx Securities LLC 779,661 Citigroup Global Markets Inc. 711,864 Xxxxxxxxx LLC 440,678 Xxxxxxx Xxxxx & Company, as trustee (the "Senior Trustee")L.L.C. 254,237 Xxxxxxx & Company, or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.LLC 220,339 Total 3,389,830 SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft 22 EXHIBITS Exhibit A - Form of 6/9/97 BEACON PROPERTIES CORPORATION Opinion of Fund's Counsel Exhibit B - Form of Opinion of Senior Attorney of the Investment Adviser Exhibit C - Form of Opinion of Special Arizona Counsel to the Fund Exhibit D - Form of Accountant's Comfort Letter MUNIYIELD ARIZONA FUND, INC. (a Maryland corporation) Common Stock, $10,000,000 Auction Market Preferred Stock and Debt Securities UNDERWRITING 400 Shares, Series C (Liquidation Preference $25,000 Per Share) PURCHASE AGREEMENT ---------------------- _______ __[ ], 1997 XXXXXXX XXXXX 2005 MERRILL LYNCH & CO. Xxxxxxx Merrill Lynch, Pierce, Xxxxxx Fenner & Smith Xxcxxxxxated 4 Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xinancial Center Xxx Xxrk, Xxx York 10080 Ladies and Gexxxxxxx: XxxxXxxxx Xxxxxxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties CorporationXxx., a Maryland x Xxryland corporation (the "CompanyFund") proposes to issue ), and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon PropertiesFund Asset Management, L.P., a Delaware limited partnership (the "Operating PartnershipInvestment Adviser"), proposes each confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorpxxxxxx (xxx "Underwrixxx" xx "Merrill Lynch"), xxxh rxxxxxt to the issue and sell senior sale by the Fund axx xxx pxxxxxse by the Underwriter of 400 shares of Auction Market Preferred Stock, Series C, with a par value of $.10 per share and a liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or subordinated debt securities not earned or declared), of the Fund (the "Debt SecuritiesShares"). The Fund understands that the Underwriter proposes to make a public offering of the Shares as soon as the Underwriter deems advisable after this Agreement has been executed and delivered. The Fund has filed with the Securities and Exchange Commission (the "Commission") a notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), or any combination thereofand a registration statement on Form N-2 (Nos. 333-[ ], from time to time811-7083), in or pursuant to one or more offerings on terms to be determined at including the time related preliminary prospectus and preliminary statement of sale. The Preferred Stock will be issued in one or more series and each series additional information, for the registration of Preferred Stock may varythe Shares under the Securities Act of 1933, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness amended (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture1933 Act"), between the Investment Company Act, and __________________the rules and regulations of the Commission under the 1933 Act and the Investment Company Act (together, as trustee (the "Senior TrusteeRules and Regulations"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indentureand has filed such amendments to such registration statement on Form N-2, dated as of ______________ (the "Subordinated Indenture"if any, and collectively with the Senior Indenture, the "Indentures", such amended preliminary prospectuses and each, an "Indenture"), between the Company and _________________, preliminary statements of additional information as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant have been required to the applicable Indenturedate hereof.

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Company in accordance with its terms. Very truly yours, 1997 XXXXXXX XXXXX & COFATE THERAPEUTICS, INC. By /s/ J. Xxxxx Xxxxxxx LynchName: X. Xxxxx Xxxxxxx Title: Chief Executive Officer and President CONFIRMED AND ACCEPTED, Pierceas of the date first above written: BOFA SECURITIES, INC. XXXXXXXXX LLC LEERINK PARTNERS LLC For themselves and as Representatives of the other Underwriters named in Schedule A hereto. BOFA SECURITIES, INC. By /s/ Xxxx Xxxxxx & Name: Xxxx Xxxxxx Title: Authorized Signatory XXXXXXXXX LLC By /s/ Xxxxxx Xxxxx Incorporated Name: Xxxxxx Xxxxx Title: Authorized Signatory LEERINK PARTNERS LLC By /s/ Xxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Name: Xxx XxxxXxxxx, Xxx Xxxx 00000-0000 Ladies and GentlemenM.D. Title: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate Authorized Signatory SCHEDULE A The initial public offering price per share for the Securities shall be $5.50 in respect of its the shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt purchase price per share for the Securities will to be issued paid by the several Underwriters shall be $5.17 in one respect of the shares of Common Stock, being an amount equal to the initial public offering price set forth above less $0.33 per share, subject to adjustment in accordance with Section 2(b) for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Securities. Name of Underwriter Number of Securities BofA Securities, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Inc. 4,945,454 Xxxxxxxxx LLC 4,800,000 Leerink Partners LLC 4,800,000 Total 14,545,454 Schedule A SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION our agreement, please sign and return to the Company and the Selling Stockholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriter, the Company and the Selling Stockholder in accordance with its terms. Very truly yours, ONEMAIN HOLDINGS, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer OMH (a Maryland corporation) Common Stock, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon PropertiesML), L.P., a Delaware limited partnership AS SELLING STOCKHOLDER By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President & Assistance Secretary CONFIRMED AND ACCEPTED, as of the date first above written: BARCLAYS CAPITAL INC. By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Managing Director SCHEDULE A The purchase price per share for the Securities to be paid by the Underwriter shall be $58.36. The purchase price per share for the Securities to be paid by the Company shall be $58.36. Name of Underwriter Number of Initial Securities Number of Repurchase Securities to be Sold to the Company in the Concurrent Share Buyback Barclays Capital Inc. 9,500,000 1,700,000 Total 9,500,000 1,700,000 Sch. A-1 SCHEDULE B Name of Selling Stockholder Number of Initial Securities to be Sold Maximum Number of Option Securities to be Sold OMH (the "Operating Partnership"ML), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of saleL.P. 9,500,000 1,425,000 Sch. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.B-1 SCHEDULE C-1

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Company in accordance with its terms. Very truly yours, 1997 XXXXXXX MF GLOBAL HOLDINGS LTD. By: /s/ Xxxx XxxXxxxxx Name: Xxxx XxxXxxxxx Title: CFO CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX, XXXXX & CO. CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. By: XXXXXXX, XXXXX & CO. By: /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Xxxxx & Co.) By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Directors U.S. Equity Capital Markets By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director U.S. Equity Capital Markets For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial offering price of the Securities shall be 100% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The purchase price to be paid by the Underwriters for the Securities shall be 97% of the principal amount thereof. The interest rate on the Securities shall be 1.875% per annum. Name of Underwriter Principal Amount of Initial Securities Xxxxxxx, Xxxxx & Co. $ 87,500,000 Citigroup Global Markets Inc. 60,000,000 Deutsche Bank Securities Inc. 60,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx 12,500,000 X.X. Xxxxxx Xxx XxxxSecurities Inc. 12,500,000 RBS Securities Inc. 12,500,000 Sandler X’Xxxxx & Partners, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or L.P. 5,000,000 Total $ 250,000,000 SCHEDULE B Final Term Sheet Filed pursuant to one or more offerings on terms Rule 433 under the Securities Act of 1933 Issuer Free Writing Prospectus dated February 7, 2011 Relating to be determined at the time of salePreliminary Prospectus Supplement dated February 7, 2011 Registration Statement No. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary333-162119 PRICING TERM SHEET Dated February 7, as applicable, as 2011 to the title, specific number Preliminary Prospectus Supplement Referred to Below MF Global Holdings Ltd. Offering of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, $250,000,000 aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.amount of

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and Debt the Operating Partnership in accordance with its terms. Very truly yours, MGM Growth Properties LLC By: /s/ Xxxxxx Xxxxxxxx III Name: Xxxxxx Xxxxxxxx III Title: Secretary MGM Growth Properties Operating Partnership LP By: MGM Growth Properties OP GP LLC, its general partner By: /s/ Xxxxxx Xxxxxxxx III Name: Xxxxxx Xxxxxxxx III Title: Secretary CONFIRMED AND ACCEPTED, as of the date first above written: X.X. Xxxxxx Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CO. LLC Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director By: Barclays Capital Inc. By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Vice President By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Xxxxx Xxxxx Incorporated By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director Head of Gaming & Leisure Investment Banking By: Citigroup Global Markets Inc. By: /s/ Xxx Xxxxxx Name: Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies Xxxxxx Title: Managing Director For themselves and Gentlemen: Beacon Properties Corporation, a Maryland corporation (as Representatives of the "Company") proposes to issue and sell up to $600,000,000 aggregate initial other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 29.25. The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$28.08, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as public offering price set forth above less $1.17 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities X.X. Xxxxxx Securities LLC 3,145,000 Barclays Capital Inc. 2,210,000 Xxxxxxx Lynch, as trustee Pierce, Xxxxxx & Xxxxx Incorporated 2,210,000 Citigroup Global Markets Inc. 2,210,000 Deutsche Bank Securities Inc. 850,000 Evercore Group L.L.C. 850,000 Xxxxxx Xxxxxxx & Co. LLC 850,000 Scotia Capital (the "Senior Trustee")USA) Inc. 850,000 BNP Paribas Securities Corp. 510,000 Citizens Capital Markets, or as subordinated indebtedness Inc. 510,000 Credit Agricole Securities (the "Subordinated Debt USA) Inc. 510,000 Fifth Third Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture"Inc. 510,000 SMBC Nikko Securities America, and collectively with the Senior IndentureInc. 510,000 SunTrust Xxxxxxxx Xxxxxxxx, the "Indentures"Inc. 510,000 UBS Securities LLC 340,000 KeyBanc Capital Markets Inc. 170,000 Comerica Securities, and eachInc. 85,000 Ladenburg Xxxxxxxx & Co. Inc. 85,000 Union Gaming Securities, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.LLC 85,000 Total 17,000,000 SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION our agreement, please sign and return to the Company and the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Stockholders in accordance with its terms. Very truly yours, HAYWARD HOLDINGS, INC. By: /s/ Exxxxx Xxxxx Name: Exxxxx Xxxxx Title: SVP, CFO CCMP CAPITAL INVESTORS III, L.P. By CCMP Capital Associates III, L.P. and CCMP Capital Associates III GP, LLC, its general partners By: /s/ Mxxx XxXxxxxx Name: Mxxx XxXxxxxx Title: Managing Partner CCMP CAPITAL INVESTORS III (a Maryland corporation) Common StockEMPLOYEE), Preferred Stock L.P. By CCMP Capital Associates III, L.P. and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __Capital Associates III GP, 1997 XXXXXXX XXXXX LLC, its general partners By: /s/ Mxxx XxXxxxxx Name: Mxxx XxXxxxxx Title: Managing Partner PE16PX ROCKY MOUNTAIN LTD. By: /s/ Lxxxx Xxxxxxx Name: Lxxxx Xxxxxxx Title: Vice President PE16GV ROCKY MOUNTAIN LTD. By: /s/ Lxxxx Xxxxxxx Name: Lxxxx Xxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as of the date first above written: GXXXXXX SXXXX & CO. LLC By: /s/ Cxxxxxx Xxxxx Name: Cxxxxxx Xxxxx Title: Managing Director BOFA SECURITIES, INC. By: /s/ Axxx Xxxxxxx LynchName: Axxx Xxxxxxx Title: Managing Director NOMURA SECURITIES INTERNATIONAL, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies INC. By: /s/ Jxxxx Xxxxxxx Name: Jxxxx Xxxxxxx Title: Managing Director For themselves and Gentlemen: Beacon Properties Corporation, a Maryland corporation (as Representatives of the "Company") proposes to issue and sell up to $600,000,000 aggregate initial other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price of its shares of common stock, par value $.01 per share for the Securities shall be $14.500. The purchase price per share for the Securities to be paid by the several Underwriters shall be $13.88375 (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"“Underwriter Share Price”), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as public offering price set forth above less $0.61625 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Gxxxxxx Sachs & Co. LLC 6,240,000 BofA Securities, as trustee Inc. 6,240,000 Nomura Securities International, Inc. 2,850,000 WR Securities, LLC 150,000 Rxxxxx X. Xxxxx & Co. Incorporated 1,440,000 Guggenheim Securities, LLC 1,440,000 Wxxxxxx Xxxxx & Company, L.L.C. 1,440,000 Credit Suisse Securities (the "Senior Trustee"USA) LLC 960,000 Mxxxxx Sxxxxxx & Co. LLC 960,000 Jefferies LLC 960,000 KeyBanc Capital Markets Inc. 600,000 BMO Capital Markets Corp.. 600,000 AmeriVet Securities, Inc. 120,000 Total 24,000,000 SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold Repurchase Shares to be Sold CCMP CAPITAL INVESTORS III, L.P. 7,082,036.00 2,192,539.00 7,534,890.00 CCMP CAPITAL INVESTORS III (EMPLOYEE), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee")L.P. 437,157.00 135,340.00 465,110.00 PE16PX ROCKY MOUNTAIN LTD. Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.6,866,502.00 1,029,975.00 0 PE16GV ROCKY MOUNTAIN LTD. 1,614,305.00 242,146.00 0 Total 16,000,000.00 3,600,000.00 8,000,000.00 SCHEDULE C-1 Pricing Terms

Effect of Headings. 32 Draft The SECTION headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Shareholder in accordance with its terms. Very truly yours, NAVTEQ CORPORATION (a Maryland corporation) Common StockBy Title: PHILIPS CONSUMER ELECTRONIC SERVICES B.V. By Title: CONFIRMED AND ACCEPTED, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory DEUTSCHE BANK SECURITIES INC. By Authorized Signatory By Authorized Signatory XXXXXX BROTHERS INC. By Authorized Signatory UBS SECURITIES LLC By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. 25 SCHEDULE A Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Deutsche Bank Securities Inc. Xxxxxx Brothers Inc. UBS Securities LLC Xxxxxxx Xxxxx & Company, L.L.C. Credit Suisse First Boston LLC Xxxxxx Xxxxxxx & Co. Incorporated Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price Xxxxxxx & Co Total 30,000,000 Sch A-1 SCHEDULE B Number of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Initial Securities to be determined at the time Sold Maximum Number of sale. The Preferred Option Securities to Be Sold Philips Consumer Electronic Services B.V. 30,000,000 3,101,305 Total 30,000,000 3,101,305 Sch B-1 SCHEDULE C NAVTEQ CORPORATION 30,000,000 Shares of Common Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculationPar Value $.001 Per Share), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company, the Adviser, the Sub-Adviser and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Administrator in accordance with its terms. Very truly yours, 1997 XXXXXX XXXXXXXXX DIRECT LENDING CORP. By: Name: Title: XXXXXXXXX DLC ADVISOR LLC By: Name: Title: XXXXXXXXX ASSET MANAGEMENT LLC By: Name: Title: XXXXXXXXX BDC ADMINISTRATION LLC By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. By: Name: Title: By: UBS SECURITIES LLC By: Name: Title: By: Name: Title: By: XXXXXX XXXXXXX XXXXX & CO. LLC By: Name: Title: By: XXXXX FARGO SECURITIES, LLC By: Name: Title: By: XXXXX, XXXXXXXX & XXXXX, INC. By: Name: Title: For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised BofA Securities, Inc. [•] [•] UBS Securities LLC [•] [•] Xxxxxx Xxxxxxx Lynch& Co. LLC [•] [•] Xxxxx Fargo Securities, PierceLLC [•] [•] Xxxxx, Xxxxxx Xxxxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxXxxxx, Xxx Xxxx 00000-0000 Ladies and GentlemenInc. [•] [•] Citizens JMP Securities, LLC [•] [•] Truist Securities, Inc. [•] [•] MUFG Securities Americas Inc. [•] [•] SMBC Nikko Securities America, Inc. [•] [•] Academy Securities, Inc. [•] [•] Xxxxxxxx Van, LLC [•] [•] SCHEDULE B PRICING INFORMATION: Beacon Properties Corporation, a Maryland corporation (Security being sold in the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering Offering Common Stock Offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares $ [•] Number of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth Shares being sold in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"Offering [•] ISSUER FREE WRITING PROSPECTUSES: SCHEDULE C 1) relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Xxxxxxx Xxxxxx

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporationcounterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with its terms. Very truly yours, XXXXXXX INDUSTRIAL REALTY, INC. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Co-Chief Executive Officer By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Co-Chief Executive Officer XXXXXXX INDUSTRIAL REALTY, L.P. By: Xxxxxxx Industrial Realty, Inc., its sole general partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Co-Chief Executive Officer By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Co-Chief Executive Officer [Signature page to Underwriting Agreement.] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director For themselves and as Representatives of the other Underwriters named in Schedule A hereto. [Signature page to Underwriting Agreement.] SCHEDULE A The initial public offering price per share for the Securities shall be $16.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $15.3600, being an amount equal to the initial public offering price set forth above less $0.64000 per share, subject to adjustment in accordance with Section 2(b) Common Stock, Preferred Stock for dividends or distributions declared by the Company and Debt payable on the Initial Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CObut not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 3,000,000 Citigroup Global Markets Inc. 2,000,000 X.X. Xxxxxx Securities LLC 2,000,000 Xxxxx Xxxxx Xxxxx Fargo Securities, LLC 2,000,000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.LLC 1,000,000 Total 10,000,000 SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporationcounterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By /s/ J. Xxxxxx Xxxxxxxx Name: J. Xxxxxx Xxxxxxxx Title: President and CEO CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES LLC XXXXX FARGO SECURITIES, LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES LLC By /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Director By: XXXXX FARGO SECURITIES, LLC By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $63.80. The purchase price per share for the Securities to be paid by the several Underwriters shall be $61.248, being an amount equal to the initial public offering price set forth above less $2.552 per share, subject to adjustment in accordance with Section 2(b) Common Stock, Preferred Stock for dividends or distributions declared by the Company and Debt payable on the Initial Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CObut not payable on the Option Securities. Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 962,500 X.X. Xxxxxx Securities LLC 962,500 Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxFargo Securities, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties CorporationLLC 962,500 KeyBanc Capital Markets Inc. 269,500 Xxxxxx, a Maryland corporation (the "Xxxxxxxx & Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stockIncorporated 173,250 Capital One Securities, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Inc. 154,000 BMO Capital Markets Corp. 154,000 Regions Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt LLC 134,750 JMP Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.LLC 77,000 Total 3,850,000 SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. [Signature Pages Follows] If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION our agreement, please sign and return to the Partnership Parties a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Agents and the Partnership Parties in accordance with its terms. Very truly yours, AMERICAN MIDSTREAM PARTNERS, LP By: American Midstream GP, LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President and Chief Financial Officer AMERICAN MIDSTREAM GP, LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President and Chief Financial Officer AMERICAN MIDSTREAM, LLC By: American Midstream Partners, LP, its sole member By: American Midstream GP, LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President and Chief Financial Officer [Signature Page to ATM Equity Offering Sales Agreement] Accepted as of the date hereof: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Managing Director [Signature Page to ATM Equity Offering Sales Agreement] Schedule I-A Schedule of Delaware LLC Subsidiaries of the Operating Company (the “Delaware LLC Subsidiaries”) · American Midstream (Bamagas Intrastate), LLC, a Maryland corporationDelaware limited liability company · American Midstream (Mississippi), LLC, a Delaware limited liability company · American Midstream (SIGCO Intrastate), LLC, a Delaware limited liability company · American Midstream (Louisiana Intrastate), LLC, a Delaware limited liability company · American Midstream Onshore Pipelines, LLC, a Delaware limited liability company · American Midstream (Midla), LLC, a Delaware limited liability company · American Midstream Marketing, LLC, a Delaware limited liability company · Mid Louisiana Gas Transmission, LLC, a Delaware limited liability company · American Midstream Chatom, LLC, a Delaware limited liability company · American Midstream Chatom Unit 1, LLC, a Delaware limited liability company · American Midstream Chatom Unit 2, LLC, a Delaware limited liability company · American Midstream Delta House, LLC, a Delaware limited liability company · American Midstream Madison, LLC, a Delaware limited liability company · High Point Gas Gathering Holdings, LLC, a Delaware limited liability company · High Point Gas Transmission Holdings, LLC, a Delaware limited liability company · High Point Gas Transmission, LLC, a Delaware limited liability company · American Midstream (Xxxxx Point), LLC, a Delaware limited liability company · American Midstream Blackwater, LLC, a Delaware limited liability company · Centana Gathering, LLC, a Delaware limited liability company · Centana Oil Gathering, LLC, a Delaware limited liability company · American Midstream Republic, LLC, a Delaware limited liability company · American Midstream Costar, LLC, a Delaware limited liability company · American Midstream Xxxxxx, LLC, a Delaware limited liability company · American Midstream Permian, LLC, a Delaware limited liability company · American Midstream Mesquite, LLC, a Delaware limited liability company · American Midstream EnerTrade, LLC, a Delaware limited liability company · American Midstream Transtar Gas Processing, LLC, a Delaware limited liability company · American Midstream East Texas Rail, LLC, a Delaware limited liability company · American Midstream Gas Solutions GP, LLC, a Delaware limited liability company · American Midstream Gas Solutions LP, LLC, a Delaware limited liability company · American Midstream (Lavaca), LLC, a Delaware limited liability company · Pinto Offshore Holdings, LLC, a Delaware limited liability company · Delta House FPS LLC, a Delaware limited liability company · Delta House Oil & Gas Lateral LLC, a Delaware limited liability company Schedule I-B Schedule of Alabama LLC Subsidiaries of the Operating Company · American Midstream (AlaTenn), LLC, an Alabama limited liability company · American Midstream (Alabama Gathering), LLC, an Alabama limited liability company · American Midstream (Alabama Intrastate), LLC, an Alabama limited liability company · American Midstream (Tennessee River), LLC, an Alabama limited liability company Schedule I-C Schedule of Texas LLC Subsidiaries of the Operating Company · High Point Gas Gathering, L.L.C., a Texas limited liability company Schedule I-D Schedule of Texas LP Subsidiaries of the Operating Company · American Midstream Offshore (Seacrest), LP, a Texas limited partnership Schedule I-E Schedule of Delaware Corporate Subsidiary (the “Delaware Corporate Subsidiary”) Common Stockof the Partnership · American Midstream Finance Corporation Schedule I-F Schedule of Subsidiaries of American Midstream Blackwater · Blackwater Investments, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __Inc., 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lyncha Delaware corporation · Blackwater Midstream Corp., Piercea Nevada corporation · Blackwater New Orleans, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxL.L.C., Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporationa Louisiana limited liability company · Blackwater Georgia, L.L.C., a Georgia limited liability company · Blackwater Maryland, L.L.C., a Maryland corporation limited liability company · Blackwater Xxxxxx, LLC, a Delaware limited liability company Schedule I-G Schedule of Delaware LP Subsidiary (the "Company"“Delaware LP Subsidiary”) proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stockthe Operating Company · American Midstream Gas Solutions, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P.LP, a Delaware limited partnership Schedule II Significant Subsidiaries American Midstream Permian, LLC American Midstream Xxxxxx, LLC American Midstream Gas Solutions, LP American Midstream Gas Solutions GP, LLC American Midstream Gas Solutions LP, LLC American Midstream (the "Operating Partnership"Costar), proposes to issue and sell senior or subordinated debt securities LLC American Midstream Lavaca, LLC American Midstream (the "Debt Securities"Xxxxx Point), or any combination thereofLLC American Midstream Chatom, from time to timeLLC American Midstream Chatom Xxxx 0, XXX Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxx 0, LLC High Point Gas Transmission, LLC High Point Gas Transmission Holdings, LLC American Midstream (Mississippi), LLC American Midstream, LLC Schedule III Partially Owned Subsidiaries Main Pass Oil Gathering Company, a Delaware general partnership, in or pursuant which Centana Oil Gathering, LLC, a wholly owned subsidiary of the Partnership, owns a 66.66% partnership interest American Midstream Enertrade, LLC, a Delaware limited liability company, in which American Midstream Mesquite, LLC, a wholly owned subsidiary of the Partnership, owns a 92% membership interest American Midstream Transtar Gas Processing, LLC, a Delaware limited liability company, in which American Midstream Costar, LLC, a wholly owned subsidiary of the Partnership, owns a 75% membership interest Pinto Offshore Holdings, LLC, a Delaware limited liability company, in which American Midstream Delta House, LLC, a wholly owned subsidiary of the Partnership, owns a 26.33% membership interest Delta House FPS LLC, a Delaware limited liability company, in which Pinto Offshore Holdings, LLC, a partially owned subsidiary of the Partnership, owns a 49% membership interest Delta House Oil & Gas Lateral LLC, a Delaware limited liability company, in which Pinto Offshore Holdings, LLC, a partially owned subsidiary of the Partnership, owns a 49% membership interest Schedule IV Individuals Authorized to one or more offerings on terms to be determined at Give Selling Instructions Xxxxxx X. Xxxxxxxx Xxxx Xxxxxxxxxxx Xxxxxxx X. Xxxxxxx Xxxx X. Xxxxxxx Exhibit A-1 Form of Holland & Xxxx LLP Opinion Holland & Xxxx LLP, counsel for the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may varyPartnership, as applicable, as shall have furnished to the titleAgents its opinion, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (dated the Representation Date and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment addressed to the Articles of Incorporation of the Company (eachAgents, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.effect that:

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to BofA Securities and Xxxxxx Xxxxxxx a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Adviser in accordance with its terms. Very truly yours, 1997 THE GABELLI DIVIDEND & INCOME TRUST By: Name: Title: GABELLI FUNDS, LLC By: Name: Title: CONFIRMED AND ACCEPTED, As of the date first above written: By: BOFA SECURITIES, INC. By: Name: Title: By: XXXXXX XXXXXXX XXXXX & CO. LLC By: Name: Title: For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The Gabelli Dividend & Income Trust 4.250% Series K Cumulative Preferred Shares Name of Underwriter Number of Shares BofA Securities, Inc 2,700,000 Xxxxxx Xxxxxxx Lynch& Co. LLC 2,700,000 G.research, PierceLLC 600,000 Total 6,000,000 SCHEDULE B The purchase price to be paid by the Underwriters for the Shares shall be $24.2125 per Share. SCHEDULE C Number of Shares: 6,000,000 Size: $150,000,000 Dividend Rate (cumulative from October 7, Xxxxxx 2021): 4.250% Settlement Date: October 7, 2021 Anticipated Rating from Xxxxx’x: Aa3 Maturity: Perpetual Non-Call Period/Redemption Date: October 7, 2026 Net Proceeds (before expenses): $145,275,000 CUSIP/ISIN: 36242H 864 / US36242H8640 SCHEDULE D Issuer Free Writing Prospectus Launch Bloomberg Announcement, dated October 4, 2021. Pricing Term Sheet filed with the Commission pursuant to Rule 433 under the 1933 Act on October 4, 2021. SCHEDULE E Opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx LLP SCHEDULE F-1 Opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP SCHEDULE F-2 Opinion of Internal Counsel to the Adviser SCHEDULE G THE GABELLI DIVIDEND & INCOME TRUST TREASURER’S CERTIFICATE October 4, 2021 I, Xxxx X. Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation Treasurer of The Gabelli Dividend & Income Trust (the "Company"“Fund”), do hereby certify that I am the Treasurer, principal financial officer and principal accounting officer of the Fund. In that capacity, I have reviewed the Fund’s definitive base prospectus dated September 22, 2021 (including the statement of additional information incorporated therein, the “Base Prospectus”) proposes and the preliminary prospectus supplement dated October 4, 2021 (the “Preliminary Prospectus Supplement”), each relating to issue and sell up to the offering of 6,000,000 of the Fund’s Series K Cumulative Preferred Shares, liquidation preference $600,000,000 aggregate initial public offering price of its shares of common stock25.00 per share, par value $.01 0.001 per share (the "Common Stock") “Offering”). Based upon a review of the Fund’s financial records, schedules and analyses undertaken by myself or shares by members of preferred stockmy staff who are responsible for the Fund’s financial and accounting matters, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as I do hereby certify to the titleUnderwriters, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles best of Incorporation of the Company (eachmy information, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indentureknowledge and belief, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.that:

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, DYNEX CAPITAL, INC. By /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Executive Vice President, Chief Operating Officer and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: X.X. XXXXXX SECURITIES LLC By /s/ Xxxxxx Xxxxxxxxx Authorized Signatory BARCLAYS CAPITAL INC. By /s/ Xxxxxxx X. Xxxx Authorized Signatory XXXXXXXXX & COMPANY, INC. By /s/ Xxxxxx Xxxxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $25.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $24.2125, being an amount equal to the initial public offering price set forth above less $0.7875 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. Name of Underwriter Number of Initial Securities X.X. Xxxxxx Securities LLC 453,500 Barclays Capital Inc. 453,250 Xxxxxxxxx & Company, Inc. 453,250 Xxxxxx, Xxxxxxxx & Company, Incorporated 240,000 Sterne, Agee & Xxxxx, Inc. 90,000 Ladenburg Xxxxxxxx & Co. Inc. 90,000 MLV & Co LLC 60,000 X.X. Xxxx & Associates, Inc. 20,000 Xxxxxxx Capital Markets, LLC 20,000 Castle Oak Securities, L.P. 20,000 Credit Suisse Securities (a Maryland corporationUSA) Common StockLLC 20,000 Deutsche Bank Securities Inc. 20,000 Maxim Group, Preferred Stock and Debt LLC 20,000 Sandler X’Xxxxx + Partners, L.P. 20,000 The Xxxxxxxx Capital Group, L.P. 20,000 Total 2,000,000 SCHEDULE B Number of Initial Securities UNDERWRITING AGREEMENT ---------------------- _______ __to be Sold Maximum Number of Option Securities to Be Sold DYNEX CAPITAL, 1997 INC. 2,000,000 300,000 Total 2,000,000 300,000 SCHEDULE C-1 Pricing Terms See Pricing Term Sheet attached at Schedule C-2. SCHEDULE C-2 Issuer General Use Free Writing Prospectus Exhibit A-1 FORM OF OPINION OF XXXXXXXX XXXXXXX XXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) X.X. Xxxxxx Securities LLC Barclays Capital Inc. Xxxxxxxxx & CO. Company, Inc. as Representatives of the Underwriters named in the Underwriting Agreement c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 00000 Re: Dynex Capital, Inc. Ladies and Gentlemen: Beacon Properties CorporationWe have acted as counsel to Dynex Capital, Inc., a Maryland Virginia corporation (the "“Company") proposes to issue ”), in connection with the offering and sell sale by the Company of up to $600,000,000 aggregate initial public offering price 2,300,000 shares of its shares of common stock, par value 8.50% Series A Cumulative Redeemable Preferred Stock (liquidation preference $.01 25 per share share) (the "Common “Series A Preferred Stock"”), pursuant to an Underwriting Agreement, dated July 25, 2012, by and among the Company and X. X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Barclays Capital Inc. (“Barclays”), and Xxxxxxxxx & Company, Inc. (“Jefferies”) or shares as representatives of preferred stock, par value $.01 per share the underwriters named therein (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"“Underwriting Agreement”), proposes . This letter is being delivered to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or you pursuant to one Section 5(b) of the Underwriting Agreement. All terms not otherwise defined herein have the meanings set forth in the Underwriting Agreement. We have examined originals or more offerings on terms copies certified to be determined at our satisfaction, of such corporate records of the time Company, indentures, agreements and other instruments, certificates of salepublic officials, certificates of officers and representatives of the Company, and other documents as we have deemed necessary to require as a basis for the opinions hereinafter expressed. The Preferred Stock will be issued As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certification by officers of the Company and other appropriate persons and statements contained in one or more series the Registration Statement, the General Disclosure Package and each series the Prospectus. In addition, we have relied upon the representations contained in the Underwriting Agreement. In our examination of Preferred Stock may varyrecords and other documents, we have assumed the authenticity of all such documents submitted to us as applicableoriginals, as the genuineness of all signatures, the due authority of the persons executing such documents and the conformity to the titleoriginals of all documents submitted to us as copies. In addition, specific number we have made such other investigations of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of applicable law as we deemed necessary to enable us to provide you with the related Underlying Securities (as defined below)) and any other variable terms opinions hereafter expressed. Except as set forth in this letter, we have not undertaken any independent investigation, examination or inquiry to confirm or determine the applicable amendment to the Articles existence or absence of Incorporation any facts, searched any of the Company books, records or files of the Company, searched any internal file, court file, public record or other information collection, or examined or reviewed any communication, instrument, agreement, document, file, financial statement, tax return, record, lien records, or other item. Additionally, in rendering the opinions hereafter expressed, we have assumed that each certificate, report or other document issued by any governmental official, office or agency concerning any person, asset, property or status is, and all public records (eachincluding their proper indexing and filing) are, a "Designating Amendment") relating to such series accurate, complete, authentic and current and remain so as of Preferred Stockthe date hereof. The Debt Securities will be issued assumptions and qualifications expressly stated in one this letter are in addition to (and not in lieu or more series as senior indebtedness (the "Senior Debt Securities"limitation of) under an indenture, dated any others presumed by customary usage. The opinions hereafter expressed are given as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture"date hereof, and collectively with we do not in any event undertake to advise you on any facts or circumstances occurring or coming to our attention after the Senior Indenture, date hereof. Based upon the "Indentures"foregoing, and eachhaving regard to legal considerations that we deem relevant, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms we are of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.opinion that:

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Company in accordance with its terms. Very truly yours, 1997 NUVASIVE, INC. By /s/ Xxxxxxx Xxxxxxx Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED XXXXXXX, XXXXX & CO. By: XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED By /s/ Xxxxxxx LynchXxxxx Authorized Signatory By: XXXXXXX, PierceXXXXX & CO. By: /s/ Xxxxxxx Xxxxx Xxxxxxx, Xxxxx & Co. For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price of the Securities shall be 100.00% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The purchase price to be paid by the Underwriters for the Securities shall be 97.50% of the principal amount thereof. The interest rate on the Securities shall be 2.75% per annum. Name of Underwriter Principal Amount of Securities Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated $ 175,000,000 Xxxxxxx, Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms & Co. $ 175,000,000 Total $ 350,000,000 SCHEDULE B Free Writing Prospectuses Press Release of the related Underlying Securities Company entitled “NuVasive to Offer $325 Million Convertible Senior Notes Due 2017,” dated June 21, 2011. Press Release of the Company entitled “NuVasive Prices $350 Million Convertible Senior Notes Due 2017,” dated June 22, 2011. Final Term Sheet (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"Schedule C hereto). Each series of Debt Securities may varySCHEDULE C Final Term Sheet Pricing Term Sheet Dated June 22, as applicable2011 NuVasive, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Inc.

Effect of Headings. 32 Draft The section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Company in accordance with its terms. Very truly yours, 1997 XXXXXXX XXXXX & CO89BIO, INC. By: /s/ Xxxx Xxxxxxx LynchName: Xxxx Xxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, Pierceas of the date first above written: BOFA SECURITIES, INC. LEERINK PARTNERS LLC By: BOFA SECURITIES, INC. By: /s/ Xxxxx Xxxxxxx Authorized Signatory By: LEERINK PARTNERS LLC By: /s/ Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies Authorized Signatory For themselves and Gentlemen: Beacon Properties Corporation, a Maryland corporation (as Representatives of the "Company") proposes to issue and sell up to $600,000,000 aggregate other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Shares shall be $.01 9.25. The initial public offering price per Pre-Funded Warrant shall be $9.249. The purchase price per share (for the "Preferred Stock") Shares to be paid by the several Underwriters shall be $8.695, being an amount equal to the applicable initial public offering price set forth above less $0.555 per share, and Beacon Propertiesthe purchase price per Pre-Funded Warrant to be paid by the several Underwriters shall be $8.694, L.P., a Delaware limited partnership (being an amount equal to the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (applicable initial public offering price set forth above less $0.555 per share underlying the "Debt Securities"), or any combination thereof, from time to timePre-Funded Warrant, in each case subject to adjustment in accordance with Section 2(b) for dividends or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Shares Number of Pre-Funded Warrants BofA Securities, as trustee (the "Senior Trustee")Inc. 5,675,677 405,408 Leerink Partners LLC 4,540,540 324,324 Cantor Xxxxxxxxxx & Co. 1,816,216 129,729 Xxxxxxx Xxxxx & Associates, or as subordinated indebtedness (the "Subordinated Debt Securities") under an indentureInc. 1,816,216 129,729 UBS Securities LLC 908,108 64,864 X.X. Xxxxxxxxxx & Co., dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.LLC 378,378 27,027 Total 15,135,135 1,081,081 Sch A SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, PHILADELPHIA ENERGY SOLUTIONS INC. By: Name: [·] Title: [·] CARLYLE CEMOF AIV INVESTORS HOLDINGS, L.P. By: Name: [·] Title: [·] CARLYLE CEOF AIV INVESTORS HOLDINGS, L.P. By: Name: [·] Title: [·] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED CREDIT SUISSE SECURITIES (a Maryland corporationUSA) Common StockLLC By: XXXXXXX LYNCH, Preferred Stock PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: CREDIT SUISSE SECURITIES (USA) LLC By Authorized Signatory For themselves and Debt as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities UNDERWRITING AGREEMENT ---------------------- _______ __shall be $[·]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[·], 1997 XXXXXXX XXXXX & CObeing 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 distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated [·] Credit Suisse Securities (USA) LLC [·] Total [·] SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold Carlyle CEMOF AIV Investors Holdings, X.X. Xxxxxxx CEOF AIV Investors Holdings, L.P. Total Contact Information: Carlyle CEMOF AIV Investors Holdings, L.P. c/o The Carlyle Group 0000 Xxxxxxxxxxxx Xxx. XX Xxxxx 000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxxxxx, Xxx Xxxx X.X. 00000-0000 Ladies and Gentlemen: Beacon Properties CorporationCarlyle CEOF AIV Investors Holdings, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stockL.P. c/o The Carlyle Group 0000 Xxxxxxxxxxxx Xxx. XX Xxxxx 000 Xxxxx Xxxxxxxxxx, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.X.X. 00000-0000 Schedule B - 1 SCHEDULE C-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. [The remainder of 6/9/97 BEACON PROPERTIES CORPORATION (a Maryland corporation) Common Stockthis page is intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, Preferred Stock please sign and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as return to the titleInvestor a counterpart hereof, specific number whereupon this instrument, along with all counterparts, will become a binding agreement between each of sharesthe Investor and the Company in accordance with its terms. Yours very truly, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and [***] By: /s/ [***] Name: [***] Title: Director The foregoing accurately reflects the terms of the related transaction that we are to enter into and such terms are agreed to. ACCEPTED as of this 10th day of May, 2019. Yours very truly, HARVEST HEALTH & RECREATION INC. By: /s/ Jxxxx Xxxxxx Name: Jxxxx Xxxxxx Title: Executive Chairman SCHEDULE A Form of Subscription Agreement (See attached) HARVEST HEALTH & RECREATION INC. SUBSCRIPTION AGREEMENT FOR CONVERTIBLE DEBENTURES [AND WARRANTS] TO: HARVEST HEALTH & RECREATION INC. (THE “CORPORATION”) AND TO: EIGHT CAPITAL (THE “AGENT”) The undersigned (the “Subscriber”) hereby subscribes for and agrees to purchase from the Corporation, on the terms and conditions herein (the “Subscription Agreement”) that number of unsecured convertible debentures of the Corporation set out below (the “Convertible Debentures”) at a price of US$1,000.00 per Convertible Debenture (the “Subscription Price”). The Convertible Debentures will bear interest at a rate of 7.0% per annum from the Closing Date (as defined herein), payable semi-annually in arrears on June 30 and December 30 of each year, and will mature 36 months from the Closing Date. The Convertible Debentures will be convertible at the option of the holder to subordinate voting shares of the Corporation (the “Underlying Securities Shares”) at a price of US$• (the “Conversion Price”) (being CAD$• multiplied by the Exchange Rate (as defined below)) and any other variable terms as set forth per Underlying Share, subject to customary adjustment provisions in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, certain stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenturecircumstances.

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Company in accordance with its terms. Very truly yours, 1997 XXXXXX XXXXXXXXX SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President and Chief Executive Officer [Signature Page to Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director For itself and as Representative of the other Underwriters named in Schedule A hereto. XXXXXX XXXXXXX & CO. LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Executive Director For itself and as Representative of the other Underwriters named in Schedule A hereto. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Windeis Name: Xxxxxxx Windeis Title: Managing Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director For itself and as Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A The purchase price per share for the Securities to be paid by the several Underwriters shall be $18.73, 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. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 900,000 Xxxxxx Xxxxxxx & Co. LLC 900,000 Deutsche Bank Securities Inc. 720,000 Xxxxxx X. Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.& Co. Incorporated 270,000 Xxxxxxxxxxx & Co. Inc. 210,000 Total 3,000,000 SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporationcounterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company and the Operating Partnership in accordance with its terms. Very truly yours, DCT INDUSTRIAL TRUST INC. By /s/ Xxxxxxx X. Xxxxxx Title: Chief Financial Officer DCT INDUSTRIAL OPERATING PARTNERSHIP LP By: DCT Industrial Trust Inc., its General Partner By /s/ Xxxxxxx X. Xxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 By /s/ Xxxx Xxxxxxxx Authorized Signatory X.X. XXXXXX SECURITIES LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 By /s/ Xxxxx Xxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The offering price per share for the Securities shall be $7.20. The purchase price per share for the Securities to be paid by the several Underwriters shall be $6.894, being an amount equal to the offering price set forth above less $0.306 per share, subject to adjustment in accordance with Section 2(b) Common Stock, Preferred Stock for dividends or distributions declared by the Company and Debt payable on the Initial Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CObut not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 5,141,177 X.X. Xxxxxx Securities LLC 5,141,177 Citigroup Global Markets Inc. 3,123,529 Xxxxxxxxx LLC 3,123,529 Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxFargo Securities, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation LLC 867,647 Mitsubishi UFJ Securities (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"USA), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Inc. 867,647 Xxxxx Xxxxxxx & Co. 867,647 Xxxxxx X. Xxxxx & Co. Incorporated 867,647 Total 20,000,000 SCHEDULE B Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. [Signature Page Follows] SCHEDULE A Placement Agents Sandler X'Xxxxx & Partners, L.P. 1251 Avenue of 6/9/97 BEACON PROPERTIES CORPORATION (a Maryland corporation) Common Stockthe Xxxxxxxx, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & 0xx Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen00000 Attn: Beacon Properties CorporationGeneral Counsel Xxxxxx, Xxxxxxxx & Company, Incorporated 000 Xxxx Xxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxx Xxxxxxx, with a Maryland corporation copy to Capital Markets Legal SCHEDULE B Form of Bidder Letter (See Attached) SCHEDULE C Disclosure Schedules Section 1(a)(vi) – Regulatory Matters The Company has entered into an informal agreement with the Federal Reserve Bank of Richmond (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"“Reserve Bank”), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________October 28, ____ 2009 (the "Senior Indenture"“Company MOU”), between pursuant to which it agreed, among other things, (a) not to declare or pay any dividends on its capital securities, including the Securities, without the prior written approval of the Reserve Bank and (b) not to directly or indirectly take dividends or any other form of payment representing a reduction in capital from the Bank without the prior written approval of the Reserve Bank. Based on the most recent notification and information received from the Reserve Bank, the Company is in full compliance with the Company MOU. At the request of the Reserve Bank, pursuant to the Company MOU, the Company agreed not to make any interest payments under the junior subordinated debentures (the “TPS Debentures”) underlying the trust preferred securities issued by its trust subsidiaries, First United Statutory Trust I (“Trust I”), First United Statutory Trust II (“Trust II”) and __________________First United Statutory Trust III (together with Trust I and Trust II, the “Trusts”), beginning with the interest payments due in December 2010, or take any other action that reduces regulatory capital without the prior written approval of the Reserve Bank. Interest due to Trust I and Trust II is due each March 17th, June 17th, September 17th and December 17th, and interest due to Trust III is due each March 15th, June 15th, September 15th and December 15th. The terms of the TPS Debentures require the Company to make quarterly payments of interest to the Trusts, as trustee the holders of the TPS Debentures, although the Company has the right to defer payments of interest for up to 20 consecutive quarterly periods. An election to defer interest payments does not constitute an event of default under the terms of the TPS Debentures. The terms of the TPS Debentures prohibit the Company from declaring or paying any dividends or making other distributions on, or from repurchasing, redeeming or otherwise acquiring, any shares of its capital stock, including the Securities, if the Company has elected to defer quarterly interest payments under the TPS Debentures and such election has not been terminated. In February 2014, the Company received approval from the Reserve Bank to terminate this deferral by making the quarterly interest payments due to the Trusts in March 2014. In connection with this deferral termination, deferred interest of approximately $1.024 million as well as $77,166 of current interest was paid to Trust I on March 17, 2014, deferred interest of approximately $2.048 million as well as $154,325 in current interest was paid to Trust II on March 17, 2014, and deferred interest of approximately $3.763 million as well as $266,650 in current interest was paid to Trust III on March 15, 2014. In April 2014, the Company received approval from the Reserve Bank to pay the quarterly interest due on the TPS Debentures in June 2014, which were paid to Trust I and Trust II on June 17, 2014 and to Trust III on June 15, 2014. In July 2014, the Company received approval from the Reserve Bank to pay the quarterly interest due on the TPS Debentures in September 2014, which were paid to Trust I and Trust II on September 17, 2014 and to Trust III on September 15, 2014. These approvals were limited to the foregoing quarterly payments, and, for the foreseeable future, the Company will be required to seek approval from the Reserve Bank to make each quarterly interest payment due under the TPS Debentures, which it intends to seek. The Bank has entered into an informal agreement with the Federal Deposit Insurance Corporation (the "Senior Trustee")“FDIC”) and the Maryland Department of Labor, or as subordinated indebtedness Licensing & Regulation, Office of the Maryland Commissioner of Financial Regulation (the "Subordinated Debt Securities") under an indenture“Maryland Commissioner”), dated as of ______________ August 31, 2010 (the "Subordinated Indenture"“Bank MOU”), pursuant to which it agreed, among other things, not to pay any dividends to the Company without requesting and collectively receiving the prior written non- objection of the FDIC and the Maryland Commissioner. Based on the most recent notifications and information received from the FDIC and the Maryland Commissioner, the Bank is in full compliance with the Senior IndentureBank MOU. In February 2014, the "Indentures"FDIC and the Maryland Commissioner authorized the Bank to pay dividends to the Company in an aggregate amount necessary for the Company to (i) make the quarterly interest payments due under the TPS Debentures through the remainder of 2014 and (ii) pay quarterly dividends due under the Securities through the remainder of 2014. That approval is subject to quarterly review by the FDIC and the Maryland Commissioner and may be revoked at any time if they determine that the Bank’s financial condition and/or results of operations do not support the payment of dividends. The Bank will be required to seek approval from the FDIC and the Maryland Commissioner to make quarterly interest payments due under the TPS Debentures in 2015 and beyond, and eachwhich it intends to seek. On February 8, 2010, the Company entered into an "Indenture"Agreement Under the Bank Holding Company Act, as amended August 23, 2012, with the Reserve Bank pursuant to Section 4(m) of the Bank Holding Company Act of 1954, as amended (the “BHC Act”), between relating to the Company and _________________, Company’s status as trustee a financial holding company registered under the Xxxxx-Xxxxx-Xxxxxx Act (the "Subordinated Trustee", and collectively with the Senior Trustee“Section 4(m) Agreement”). On September 24 2014, the "Trustees", Reserve Bank accepted and each, made effective the Company’s election to terminate its registration as a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenturefinancial holding company.

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Company in accordance with its terms. Very truly yours, 1997 STIFEL FINANCIAL CORP. By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Co-President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXX, XXXXXXXX & XXXXX, INC. By: /s/ Xxxx Xxxxxxxxxx Authorized Signatory XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxx Xxxxxxxx Authorized Signatory XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A 6,000,000 Depositary Shares, each representing a 1/1000th interest in a share of 6.25% Non-Cumulative Preferred Stock, Series A Name of Underwriter Number of Depositary Shares (Securities) Xxxxx, Xxxxxxxx & Xxxxx, Inc. 2,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx 2,000,000 Xxxxxx Xxx XxxxXxxxxxx & Co. LLC 2,000,000 Total 6,000,000 SCHEDULE B Free Writing Prospectuses The Final Term Sheet attached hereto as Schedule C. SCHEDULE C FINAL TERM SHEET Filed pursuant to Rule 433 July 11, Xxx Xxxx 000002016 Relating to Preliminary Prospectus Supplement dated July 11, 2016 to Prospectus dated January 8, 2015 Registration Statement No. 333-0000 Ladies and Gentlemen201398 Stifel Financial Corp. 6,000,000 depositary shares, each representing a 1/1000th interest in a share of 6.25% Non-Cumulative Preferred Stock, Series A Pricing Term Sheet Issuer: Beacon Properties CorporationStifel Financial Corp. (NYSE: SF) Security: Depositary Shares, each representing a Maryland corporation 1/1000th interest in a share of 6.25% Non-Cumulative Preferred Stock, Series A Size: $150,000,000 (the "Company"6,000,000 Depositary Shares representing an aggregate of 6,000 shares of Preferred Stock) proposes to issue and sell up Over-allotment Option: None Expected Ratings* (S&P / Fitch): BB- / B+ Maturity: Perpetual Liquidation Preference: $25,000 per share of Series A Preferred Stock (equivalent to $600,000,000 aggregate initial public offering price 25 per depositary share) Dividend Rate (Non-Cumulative): 6.25% per annum from the date of issuance Dividend Payment Dates: When, as and if declared, payable quarterly in arrears on each March 15, June 15, September 15, and December 15, beginning on September 15, 2016 (if declared) on a non-cumulative basis Day Count: 30/360 Optional Redemption: Subject to any required approval of the Federal Reserve, on or after July 15, 2021, the Issuer may, at its shares of common stockoption, par value $.01 per share (redeem the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") , and Beacon Propertiesthus redeem a proportionate number of depositary shares, L.P.in whole or in part, a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior at any time or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, at a redemption price of $25.00 per depositary share plus an amount equal to all declared and unpaid dividends, and without accumulation of any undeclared dividends thereon to the date of redemption Public Offering Price: $25.00 per Depositary Share Underwriting Discount: $0.7875 per Depositary Share Expected Net Proceeds, before Expenses, to the Issuer: $145,275,000 Use of Proceeds: General corporate purposes Trade Date: July 11, 2016 Settlement Date: July 15, 2016 (T+4) It is expected that delivery of the depositary shares will be made through the facilities of DTC on or about July 15, 2016, which will be the fourth business day following the initial sale of the depositary shares (this settlement cycle being referred to as “T+4”). Under Rule 15c6-1 of the Exchange Act, trades in or pursuant the secondary market generally are required to one or more offerings settle in three business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the depositary shares prior to the third business day before the delivery of the depositary shares will be required, by virtue of the fact that the depositary shares initially will settle on terms a delayed basis, to be determined specify alternative settlement arrangements at the time of saleany such trade to prevent a failed settlement and should consult their own advisor. Joint Book-Running Managers: Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Expected Listing: The Preferred Issuer intends to file an application to list the Depositary Shares under the symbol “SF PR A” on the New York Stock will Exchange. CUSIP / ISIN for the Depositary Shares: 860630 409 / US8606304090 * A securities rating is not a recommendation to buy, sell or hold securities and may be issued in one subject to revision or more series withdrawal at any time. Stifel Financial Corp. has filed a registration statement (including a prospectus) with the Securities and each series of Preferred Stock may varyExchange Commission for the offering to which this communication relates. Before you invest, as applicable, as to you should read the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth prospectus in the applicable amendment to registration statement and the Articles other documents Stifel Financial Corp. has filed with the SEC for more complete information about Stifel Financial Corp. and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, you can request the prospectus by contacting Xxxxx, Xxxxxxxx & Xxxxx, A Xxxxxx Company at 000 Xxxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxx, XX 00000, by e-mail at XXXxxxxxxXxxxxxx@xxx.xxx, by fax at 000-000-0000, or by calling 1-800-966-1559, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322 or Xxxxxx Xxxxxxx & Co. LLC toll-free at 0-000-000-0000. SCHEDULE D List of Incorporation Subsidiaries Subsidiaries of the Company Xxxxxx, Xxxxxxxx & Company, Incorporated Xxxxxx Xxxxxxxx Investment Consulting (eachShanghai) Co., Ltd. Xxxx Xxxx Holdings, LLC Stifel Bank & Trust Stifel Mortgage Company, LLC Stifel Bank Community Development Corporation Stifel Bank - CDC - 501 N Broadway, Inc. Choice Financial Partners, Inc. Broadway Air Corp. Stifel Asset Management Corp. Stifel Financial Capital Trust II Century Securities Associates, Inc. Stifel Financial Capital Trust III Stifel Financial Capital Trust IV Missouri Valley Partners Stifel Trust, National Association Stifel Trust Company, Delaware, National Association Stone & Xxxxxxxxx, LLC MB Advisory Group, LLC Xxxxxx Buckfire, & Company, LLC Xxxxxx Xxxxxxxx Europe Limited Xxxxxx De La Xxxx & Co., Inc Xxxxxx Xxxxxx Partners Group, Inc. Sch. D-1 Xxxxxx Xxxxxx Partners LLC Xxxxxx Xxxxxx Capital Management LLC (FKA: Xxxxxx Xxxxxx Capital Partners LLC) Xxxxxx Xxxxxx Venture Partners LLC Xxxxxx Xxxxxx Healthcare Venture Partners LLC Xxxxxx Xxxxxx Asset Management LLC Xxxxxx Xxxxxx Partners Insurance Services LLC Montibus Capital Management LLC Xxxxxx Xxxxxx Global Growth Partners LLC KBW, LLC Xxxxx, Xxxxxxxx & Xxxxx, Inc. KBW Asset Management, Inc. Stifel Syndicated Credit LLC Xxxxxxx Capital Management, LLC 1919 Investment Counsel, LLC 1919 Services Company, LLC Merchant Capital, LLC Stifel Aviation Management, LLC Stifel Aviation Asset Management, LLC Stifel Aviation Finance I, LLC Sterne Agee, LLC Sterne, Agee & Xxxxx, Inc. Sterne Agee Financial Services, Inc. Sterne Agee Asset Management, Inc. Sterne Agee Clearing Services, Inc. Sterne Agee Investment Advisor Services, Inc. The Trust Company of Sterne Agee, Inc. Stifel Aviation Finance Acquisition, LLC Sagewood Asset Management, LLC WRP Investments, Inc. Xxxxx Partners, LLC CPE (UK) Ltd. Xxxxx Partners (UK) LLP Xxxxx Partners Advisors (HK) Limited Xxxxx Partners Investment Advisory (Shanghai) Co., Ltd. ISM Investment Holdings Limited ISM Corporate Services Limited ISM Capital LLP Exhibit A-1 FORM OF OPINION OF XXXXX XXXX LLP, COUNSEL FOR THE COMPANY TO BE DELIVERED PURSUANT TO SECTION 5(b) 1. Based solely on a "Designating Amendment") relating to such series recently dated good standing certificate from the Secretary of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (State of the "Senior Debt Securities") under an indentureState of Delaware, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________is validly existing as a corporation, as trustee (in good standing under the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms laws of the related Underlying Securities) State of Delaware, with all requisite corporate power and any other variable terms established by or pursuant authority to own, lease and operate its properties to conduct its business as described in the applicable IndentureProspectus and the General Disclosure Package and to enter into and perform its obligations under the Underwriting Agreement and Deposit Agreement.

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION our agreement, please sign and return to the Company and the Selling Shareholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Stockholders in accordance with its terms. Very truly yours, MILACRON HOLDINGS CORP. By Title: CCMP CAPITAL INVESTORS II, L.P. By: CCMP Capital Associates, L.P., its general partner By: CCMP Capital Associates GP, LLC, its general partner By Title: CCMP CAPITAL INVESTORS (a Maryland corporationCAYMAN) Common StockII, Preferred Stock L.P. By: CCMP Capital Associates, L.P., its general partner By: CCMP Capital Associates GP, LLC, its general partner By Title: PE12GVPE (Talon) LTD. By Title: PE12PXPE (Talon) LTD. By Title: BOOTS FAMILY TRUST NO. 1 U/A 12-29-2005 By Title: By WATERS DAVIS By XXXXXX X. XXXXX CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. X.X. XXXXXX SECURITIES LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory BARCLAYS CAPITAL INC. By Authorized Signatory X.X. XXXXXX SECURITIES LLC By Authorized Signatory For themselves and Debt as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price per share for the Securities UNDERWRITING AGREEMENT ---------------------- _______ __shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], 1997 XXXXXXX XXXXX & CObeing 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. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated [●] Barclays Capital Inc. [●] X.X. Xxxxxx Securities LLC [●] Xxxxxx X. Xxxxx & Co. Incorporated [●] Credit Suisse Securities (USA) LLC [●] Xxxxxxx, Sachs & Co. [●] KeyBanc Capital Markets Inc. [●] Xxxxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx& Company, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price L.L.C. [●] Total [●] SCHEDULE B Number of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Initial Securities to be determined at the time Sold Maximum Number of saleOption Securities to Be Sold CCMP Capital Investors II, L.P. CCMP Capital Investors (Cayman) II, L.P. PE12PXPE (Talon) Ltd. PE12GVPE (Talon) Ltd. Boots Family Trust No. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.1 U/A 12-29-2005 Xxxxxx Xxxxx Waters Davis Total SCHEDULE C-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a valid and legally binding agreement between the Underwriter and the Company in accordance with its terms. Very truly yours, BANC OF CALIFORNIA, INC. By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Executive Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Director By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Associate Director SCHEDULE A-1 1. None XXXXXXXX X-0 Number of Firm Securities to be sold: 5,250,000 Offering size: $100,012,500 Estimated net proceeds to the Company (a Maryland corporation) Common Stockafter Underwriter discounts and commissions): $100,012,500 Price per share: $19.05 Trade date: May 6, Preferred Stock 2016 Settlement date: May 11, 2016 SCHEDULE B List of Persons Subject to Lockup Xxxxxx X. Xxxxxxxx Chair, President and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __Chief Executive Officer Xxxx X. Xxxxxxxxxx Director Xxxxx X. Xxxxxx Director Xxxx X. Xxxxxxx Director Xxxxxxx Xxxxxx Director Xxxxx X. Xxxxxx Director Xxxxxx X. Xxxxxxxx Director Xxxxx XxXxxxxx Executive Vice President and Chief Financial Officer Xxxx X. Xxxxx Executive Vice President, 1997 XXXXXXX XXXXX & CO. Chief Credit Officer and Chief Risk Officer Xxxx X. Xxxxxxxxx Executive Vice President and General Counsel Xxxxxxx LynchX. Xxxxxxx Executive Vice President and Chief Banking Officer EXHIBIT D Form of Lock-up Agreement May 5, Pierce, 2016 UBS SECURITIES LLC 0000 Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 XX 00000 Ladies and Gentlemen: Beacon Properties CorporationThe undersigned understands that Banc of California, Inc., a Maryland corporation (the "“Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"”), proposes to issue and sell senior or subordinated debt securities enter into an underwriting agreement (the "Debt Securities"“Underwriting Agreement”) with UBS Securities LLC (the “Underwriter”), or any combination thereofproviding for the public offering (the “Public Offering”) by the Underwriter of an aggregate of 5,250,000 shares of voting common stock, from time to time$.01 par value per share, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (eachthe “Firm Securities”), a "Designating Amendment") and, at the election of the Underwriter, up to an additional 787,500 shares of voting common stock, $.01 par value per share, of the Company (the “Additional Securities” and, together with the Firm Securities, the “Securities”). The shares of voting common stock, $.01 par value per share, of the Company to be outstanding after giving effect to the sales contemplated by the Underwriting Agreement are hereinafter referred to as the “Common Stock.” To induce the Underwriter to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the “Restricted Period”), (1) 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 to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such series transaction described in clause (1) or (2) above is to be settled by delivery of Preferred Stockthe Common Stock or such other securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company, other than a Registration Statement on Form S-8, (4) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Common Stock within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or (5) publicly announce an intention to effect any transaction specified in clause (1), (2), (3) or (4). The Debt Securities foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (c) transfers by will be issued or intestate succession to executors, administrators, testamentary trustees, legatees or beneficiaries, (d) transfers of shares of Common Stock or any security convertible into Common Stock to any corporation, partnership, trust or other entity owned or existing for the direct or indirect benefit of the undersigned, or a member of the immediate family (meaning any relationship by blood, marriage or adoption, not more remote than first cousin) of the undersigned, (e) transfers pursuant to the exercise by the undersigned of stock options, stock appreciation rights or warrants or vesting of outstanding restricted stock awards or settlement of outstanding restricted stock units that have been granted by the Company prior to, and are outstanding as of, the date of the Underwriting Agreement (or that are granted after the date of the Underwriting Agreement pursuant to a plan or arrangement that is in one place prior to the date of the Underwriting Agreement), by net share settlement (including with respect to the surrender or more series forfeiture of Common Stock to satisfy tax withholding obligations) or where the Common Stock received upon any such exercise or vesting is held by the undersigned, individually or as senior indebtedness a fiduciary, in accordance with the terms of this agreement, (f) sales or other dispositions pursuant to a pledge in effect on the "Senior Debt Securities"date hereof of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock as security for a margin account pursuant to the terms of such account or other similar pledge arrangement, (g) sales of shares of Common Stock pursuant to any contract, instruction or plan in effect on the date hereof that satisfies the requirements of Rule 10b5-1(c)(1)(i)(B) (a “10b5-1 Plan”) under an indenturethe Exchange Act or the establishment of a 10b5-1 Plan after the date hereof, dated provided that no sales of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, shall be made pursuant to such newly established 10b5-1 Plan prior to the expiration of the Restricted Period, or (h) transactions effected with the prior written consent of the Underwriter; provided that in the case of any transfer, distribution or sale pursuant to clause (b), (c), or (d), each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter. In addition, the undersigned may establish a 10b5-1 Plan after the date hereof. 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 undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that the Company and the Underwriter are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this agreement. Notwithstanding anything herein to the contrary, this agreement shall automatically terminate and be of no further effect as of _________5:00 p.m. Eastern Time on May 16, ____ (2016 if a closing for the "Senior Indenture")Public Offering has not yet occurred as of that time. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", Underwriter. This agreement shall be governed by and collectively construed in accordance with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms laws of the related Underlying SecuritiesState of New York. Very truly yours, (Name) and any other variable terms established by or pursuant to the applicable Indenture.(Address)

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporationcounterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, ARMADA XXXXXXX PROPERTIES, INC. By: /s/ Xxxxxxx X. X’Xxxx Name: Xxxxxxx X. X’Xxxx Title: Chief Financial Officer and Treasurer ARMADA XXXXXXX, X.X. By: Armada Xxxxxxx Properties, Inc., its general partner By: /s/ Xxxxxxx X. X’Xxxx Name: Xxxxxxx X. X’Xxxx Title: Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written, by the undersigned, each for itself and, together, as the Representatives: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxx X. Xxxxx Authorized Signatory XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxx X. Xxxxxxx Authorized Signatory SCHEDULE A The initial public offering price per share for the Securities shall be $13.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $12.3825, being an amount equal to the initial public offering price set forth above less $0.6175 per share, subject to adjustment in accordance with Section 2(b) Common Stock, Preferred Stock for dividends or distributions declared by the Company and Debt payable on the Initial Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CObut not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,700,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 1,860,000 Xxxxxxx Xxxxx & Associates, Inc. 600,000 Xxxxxx X. Xxxxx & Co. Incorporated 600,000 Xxxxxx Xxxxxxxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxLLC 120,000 Xxxxxxxxxx Securities, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Inc. 120,000 Total 6,000,000 SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Transaction Entities a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a valid and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __legally binding agreement among the Underwriters, 1997 the Forward Seller, the Forward Purchaser and the Transaction Entities in accordance with its terms. Very truly yours, AMERICOLD REALTY TRUST By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer AMERICOLD REALTY OPERATING PARTNERSHIP, L.P. By: Americold Realty Trust, its General Partner By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxxxxxxxxx Authorized Signatory XXXXXXX XXXXX & CO. LLC By: /s/ Xxxxxxxxx Xxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. CONFIRMED AND ACCEPTED, as of the date first above written: BANK OF AMERICA, N.A. Acting in its capacity as Forward Seller By: /s/ Xxxx Xxxxxxxxxx Authorized Signatory BANK OF AMERICA, N.A. Acting in its capacity as Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxx Xxxxxxxxxx Authorized Signatory SCHEDULE A The initial public offering price per share for the Securities shall be $29.75. The purchase price per share for the Securities to be paid by the several Underwriters shall be $28.70875, being an amount equal to the initial public offering price set forth above less $1.04125 per share, subject to adjustment in accordance with Section 2(b) for any distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx 12,780,000 Xxxxxxx Sachs & Co. LLC 7,987,500 Citigroup Global Markets Inc. 3,727,500 X.X. Xxxxxx Xxx XxxxSecurities LLC 3,727,500 RBC Capital Markets, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties CorporationLLC 2,130,000 BB&T Capital Markets, a Maryland corporation (the "Company") proposes division of BB&T Securities, LLC 710,000 BTIG, LLC 710,000 Citizens Capital Markets, Inc. 710,000 Rabo Securities USA, Inc. 710,000 Xxxxxxx Xxxxx & Associates, Inc. 710,000 Regions Securities LLC 710,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 710,000 Xxxxxx X. Xxxxx & Co. Incorporated 177,500 Total 35,500,000 SCHEDULE B Name of Underwriter Number of Underwritten Forward Shares to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stockbe Purchased Xxxxxxx Lynch, par value $.01 per share (the "Common Stock") or shares of preferred stockPierce, par value $.01 per share (the "Preferred Stock") and Beacon PropertiesXxxxxx & Xxxxx Incorporated 2,970,000 Xxxxxxx Sachs & Co. LLC 1,856,250 Citigroup Global Markets Inc. 866,250 X.X. Xxxxxx Securities LLC 866,250 RBC Capital Markets, L.P.LLC 495,000 BB&T Capital Markets, a Delaware limited partnership (the "Operating Partnership")division of BB&T Securities, proposes to issue and sell senior or subordinated debt securities (the "Debt Securities")LLC 165,000 BTIG, or any combination thereofLLC 165,000 Citizens Capital Markets, from time to timeInc. 165,000 Rabo Securities USA, in or pursuant to one or more offerings on terms Inc. 165,000 Xxxxxxx Xxxxx & Associates, Inc. 165,000 Regions Securities LLC 165,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 165,000 Xxxxxx X. Xxxxx & Co. Incorporated 41,250 Total 8,250,000 Forward Seller Number of Underwritten Forward Shares to be determined at the time Sold Bank of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may varyAmerica, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.N.A. 8,250,000 Total 8,250,000 SCHEDULE C-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES our agreement, please sign and return to the Company and each Guarantor a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Guarantors in accordance with its terms. Very truly yours, XXXXX PLASTICS CORPORATION (By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President, General Counsel and Secretary XXXXX PLASTICS ACQUISITION CORPORATION V XXXXX PLASTICS ACQUISITION CORPORATION IX XXXXX PLASTICS ACQUISITION CORPORATION XI XXXXX PLASTICS ACQUISITION CORPORATION XII XXXXX PLASTICS ACQUISITION CORPORATION XIII XXXXX PLASTICS FILMCO, INC. XXXXX PLASTICS OPCO, INC. XXXXX PLASTICS SP, INC. XXXXX PLASTICS TECHNICAL SERVICES, INC. XXXXX XXXXXXXX CORPORATION BPREX CLOSURES KENTUCKY INC. BPREX DELTA INC. BPREX BRAZIL HOLDING INC. BPREX HEALTHCARE BROOKVILLE INC. BPREX HEALTHCARE PACKAGING INC. BPREX PLASTIC PACKAGING INC. BPREX PLASTIC SERVICES COMPANY INC. BPREX PRODUCT DESIGN AND ENGINEERING INC. BPREX SPECIALTY PRODUCTS PUERTO RICO INC. CARDINAL PACKAGING, INC. CPI HOLDING CORPORATION PESCOR, INC. PLIANT CORPORATION INTERNATIONAL PRIME LABEL & SCREEN INCORPORATED ROLLPAK CORPORATION VENTURE PACKAGING, INC. VENTURE PACKAGING MIDWEST, INC. UNIPLAST U.S., INC., each as a Maryland corporation) Common StockSubsidiary Guarantor By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President, Preferred Stock General Counsel and Debt Secretary AEROCON, LLC XXXXX PLASTICS ACQUISITION CORPORATION XV, LLC XXXXX PLASTICS ACQUISITION LLC X XXXXX PLASTICS DESIGN, LLC XXXXX PLASTICS 1K, LLC BPREX CLOSURES, LLC BPREX CLOSURE SYSTEMS, LLC CAPLAS, LLC CAPLAS NEPTUNE, LLC CAPTIVE PLASTICS, LLC CAPTIVE PLASTICS HOLDINGS, LLC COVALENCE SPECIALTY ADHESIVES LLC COVALENCE SPECIALTY COATINGS LLC XXXX GROUP, LLC KNIGHT PLASTICS, LLC PACKERWARE, LLC PLIANT, LLC POLY-SEAL, LLC SAFFRON ACQUISITION, LLC SEAL FOR LIFE INDUSTRIES, LLC SETCO, LLC SUN COAST INDUSTRIES, LLC UNIPLAST HOLDINGS, LLC, each as a Subsidiary Guarantor By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President, General Counsel and Secretary GRAFCO INDUSTRIES LIMITED PARTNERSHIP, as a Subsidiary Guarantor By: CAPLAS NEPTUNE, LLC its General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President, General Counsel and Secretary XXXXX PLASTICS GROUP, INC., as the Parent Guarantor By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and General Counsel CONFIRMED AND ACCEPTED, as of the date first above written: By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxxxxxx Xxxx Name: Xxxxxxxxxxx Xxxx Title: Managing Director For itself and as Representative of the other Underwriters named in Schedule A hereto. CONFIRMED AND ACCEPTED, as of the date first above written: By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxxxxxx Xxxx Name: Xxxxxxxxxxx Xxxx Title: Managing Director As Qualified Independent Underwriter. SCHEDULE A Name of Underwriter Number of Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CO. Citigroup Global Markets Inc. $ 210,000,000.00 Barclays Capital Inc $ 84,000,000.00 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 84,000,000.00 Deutsche Bank Securities Inc. $ 84,000,000.00 Xxxxxxx, Sachs & Co. $ 84,000,000.00 Xxxxx Fargo Securities, LLC $ 84,000,000.00 BMO Capital Markets Corp. $ 17,500,000.00 Credit Suisse Securities (USA) LLC $ 17,500,000.00 X.X. Xxxxxx Securities LLC $ 17,500,000.00 U.S. Bancorp Investments, Inc. $ 17,500,000.00 Total $ 700,000,000.00 SCHEDULE B List of Guarantors AeroCon, LLC Xxxxx Plastics Acquisition Corporation V Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxPlastics Acquisition Corporation XI Xxxxx Plastics Acquisition Corporation XII Xxxxx Plastics Acquisition Corporation XIII Xxxxx Plastics Acquisition Corporation XV, Xxx LLC Xxxxx Plastics Acquisition LLC X Xxxxx Plastics Acquisition Corporation IX Xxxxx Plastics Design, LLC Xxxxx Plastics Filmco, Inc. Xxxxx Plastics Group, Inc. Xxxxx Plastics IK, LLC (formerly Xxxxx Iowa, LLC) Xxxxx Plastics Opco, Inc. (formerly Xxxxx Plastics Acquisition Corporation VII) Xxxxx Plastics SP, Inc. Xxxxx Plastics Technical Services, Inc. Xxxxx Xxxxxxxx Corporation BPRex Closure Systems, LLC BPRex Closures Kentucky Inc. BPRex Closures, LLC BPRex Delta Inc. BPRex Brazil Holding Inc. BPRex Healthcare Brookville Inc. BPRex Healthcare Packaging Inc. BPRex Plastic Packaging Inc. BPRex Plastic Services Company Inc. BPRex Product Design and Engineering Inc. BPRex Specialty Products Puerto Rico Inc. Caplas LLC Caplas Neptune LLC Captive Plastics Holdings, LLC Captive Plastics, LLC Cardinal Packaging, Inc. Covalence Specialty Adhesives LLC Covalence Specialty Coatings LLC CPI Holding Corporation Grafco Industries Limited Partnership Xxxx 00000Group, LLC Knight Plastics, LLC Packerware, LLC Pescor, Inc. Pliant Corporation International Pliant, LLC Poly-0000 Ladies and GentlemenSeal, LLC Prime Label & Screen Incorporated Rollpak Corporation Saffron Acquisition, LLC Seal for Life Industries, LLC Setco, LLC Sun Coast Industries, LLC Uniplast Holdings, LLC Uniplast U.S., Inc. Venture Packaging Midwest Inc. Venture Packaging Inc. SCHEDULE C Free Writing Prospectuses [See attached] Issuer Free Writing Prospectus Dated May 21, 2015 Filed Pursuant to Rule 433 Registration Statement No. 333-194030 Pricing Term Sheet XXXXX PLASTICS CORPORATION $700,000,000 5.125% Second Priority Senior Secured Notes due 2023 Issuer: Beacon Properties Corporation, a Maryland corporation Xxxxx Plastics Corporation Aggregate Principal Amount: $700,000,000 Title of Securities: 5.125% Second Priority Senior Secured Notes due 2023 (the "Company"“Notes”) proposes Final Maturity Date: July 15, 2023 Issue Price: 100.000% Yield to issue Maturity: 5.125% Benchmark Treasury: 1.750% due July 15, 2023 Benchmark Treasury Yield: 2.045% Spread to Benchmark Treasury: 308 basis points Gross Proceeds to the Issuer: $700,000,000 Underwriting Discount: 0.875% Interest Payment Dates: Semiannually on January 15 and sell up to $600,000,000 aggregate initial public offering price July 15, commencing January 15, 2016 Record Dates: January 1 and July 1 of its shares each year Optional Redemption: The Notes will be redeemable in whole or in part, on or after July 15, 2018, at the prices set forth below (expressed as percentages of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"principal amount), proposes plus accrued and unpaid interest to issue the redemption date, if redeemed during the twelve-month period commencing on July 15 of the years set forth below: Date Price 2018 103.844 % 2019 102.563 % 2020 101.281 % 2021 and sell senior or subordinated debt securities (thereafter 100.000 % Optional Redemption with Equity Proceeds: Up to 40% of the "Debt Securities"), or Notes will be redeemable at any combination thereof, time and from time to timetime on or prior to July 15, 2018 at a price equal to 105.125% of their principal amount, plus accrued and unpaid interest to the redemption date. Make-Whole Redemption: Make-whole redemption at Treasury Rate + 50 basis points prior to July 15, 2018. CUSIP: 085790 AY9 ISIN: US085790AY96 Underwriters: Citigroup Global Markets Inc. Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Deutsche Bank Securities Inc. Xxxxxxx, Sachs & Co. Xxxxx Fargo Securities, LLC BMO Capital Markets Corp. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities LLC U.S. Bancorp Investments, Inc. Trade Date: May 21, 2015 Settlement Date*: June 5, 2015 (T+10) * It is expected that delivery of the notes will be made against payment therefor on or about June 5, 2015, which is the tenth business day following the date hereof (such settlement cycle being referred to as “T+10”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or pursuant the next six succeeding business days will be required, by virtue of the fact that the notes initially will settle in T+10, to one or more offerings on terms to be determined specify an alternative settlement cycle at the time of saleany such trade to prevent failed settlement. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms Purchasers of the related Underlying Securities (as defined below)) notes who wish to trade the notes on the date of pricing and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenturenext six succeeding business days should consult their own advisors.

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Shareholder in accordance with its terms. Very truly yours, VENATOR MATERIALS PLC By /s/ Xxxx X. Xxxxxx Title: SVP, GC and CCO HUNTSMAN (a Maryland corporationHOLDINGS) Common StockNETHERLANDS B.V. By /s/ Xxxx Xxxxxxx Title: Authorized Officer CONFIRMED AND ACCEPTED, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __as of the date first above written: XXXXXXX LYNCH, 1997 PIERCE, XXXXXX & XXXXX INCORPORATED CITIGROUP GLOBAL MARKETS INC. XXXXXXX XXXXX SACHS & CO. LLC X.X. XXXXXX SECURITIES LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx Xxxxxxxx Authorized Signatory By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxx III Authorized Signatory By: XXXXXXX SACHS & CO. LLC By: /s/ Xxxx Xxxxxxx Authorized Signatory By: X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. [Signature Page to Underwriting Agreement] SCHEDULE A The offering price per share for the Securities shall be $22.50. The purchase price per share for the Securities to be paid by the several Underwriters shall be $21.65625, being an amount equal to the offering price set forth above less $0.84375 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. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 5,163,404 Citigroup Global Markets Inc. 5,163,404 Xxxxxxx Sachs & Co. LLC 5,163,404 X.X. Xxxxxx Securities LLC 2,816,402 Barclays Capital Inc. 628,761 Deutsche Bank Securities Inc. 628,761 UBS Securities LLC 471,571 RBC Capital Markets, LLC 392,976 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 392,976 Moelis & Company LLC 392,976 HSBC Securities (USA) Inc. 235,785 Nomura Securities International, Inc. 235,785 Academy Securities, Inc. 78,595 Total 21,764,800 SCHEDULE A-1 Notices Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Xxxxx Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Syndicate Department Facsimile: (000) 000-0000, with a copy to ECM Legal (facsimile: (000) 000-0000) Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 0000000000 Attention: General Counsel Facsimile: (000) 000-0000 Ladies and GentlemenXxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Registration Department Facsimile:

Effect of Headings. 32 Draft The Article and Section headings herein and the Table of 6/9/97 BEACON PROPERTIES CORPORATION Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, ING GROEP N.V. By: /s/ K.I.D. Xxxxxxxx Name:X.X.X Xxxxxxxx Title:Authorized Signatory By: /s/ X.X. xxx xxx Xxxxx Name:X.X. xxx xxx Xxxxx Title:Legal Counsel Confirmed and Accepted as of the date first above written: Barclays Capital Inc. BNP Paribas Securities Corp. BofA Securities, Inc. Citigroup Global Markets Inc. ING Financial Markets LLC Scotia Capital (a Maryland corporationUSA) Common StockInc. Standard Chartered Bank XX Xxxxx Fargo Securities, Preferred Stock LLC Acting severally on behalf of themselves and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & COas Representatives of the other Underwriters named in Schedule 1 hereto. By: BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Name: Xxxxxxx Xxxxx Title: Managing Director By: BNP PARIBAS SECURITIES CORP. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxxxxxx Xxxxx Title: Managing Director By: BOFA SECURITIES, INC. By: /s/ Xxxxxxx Xxxxxx Xxx XxxxName: Xxxxxxx Xxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director By: ING FINANCIAL MARKETS LLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director By: SCOTIA CAPITAL (USA) INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director & Head of U.S. Debt Origination By: STANDARD CHARTERED BANK AG By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director By: XXXXX FARGO SECURITIES, Xxx Xxxx 00000-0000 Ladies and GentlemenLLC By: Beacon Properties Corporation/s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Schedule 1 Underwriters Underwriter Principal Amount of 2030 Notes Principal Amount of 2035 Notes Barclays Capital Inc. $ 168,000,000 $ 168,000,000 BNP Paribas Securities Corp. $ 168,000,000 $ 168,000,000 BofA Securities, a Maryland corporation Inc. $ 168,000,000 $ 168,000,000 Citigroup Global Markets Inc. $ 168,000,000 $ 168,000,000 ING Financial Markets LLC $ 174,000,000 $ 174,000,000 Scotia Capital (USA) Inc. $ 168,000,000 $ 168,000,000 Standard Chartered Bank AG $ 168,000,000 $ 168,000,000 Xxxxx Fargo Securities, LLC $ 168,000,000 $ 168,000,000 BMO Capital Markets Corp. $ 37,500,000 $ 37,500,000 CIBC World Markets Corp. $ 37,500,000 $ 37,500,000 Xxxxxxxxxx Securities Inc. $ 37,500,000 $ 37,500,000 TD Securities (USA) LLC $ 37,500,000 $ 37,500,000 Total $ 1,500,000,000 $ 1,500,000,000 Schedule 2 Issuer Free Writing Prospectus Final Term Sheets dated March 11, 2024 containing the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and final terms of the related Underlying Securities (as defined below)) and any other variable terms substantially as set forth in Schedule 3 hereto Schedule 3 Final Term Sheets ING GROEP N.V. Filed pursuant to Rule 433(d) Registration Statement File No. 333-266516 Dated March 11, 2024 Filed pursuant to Rule 433(d) Dated March 11, 2024 Registration Statement No. 333-266516 Free Writing Prospectus (To Preliminary Prospectus Supplement dated March 11, 2024 and Prospectus dated August 19, 2022) ING Groep N.V. $1,500,000,000 5.335% Callable Fixed-to-Floating Rate Senior Notes due 2030 (the applicable amendment to “Notes”) Pricing Term Sheet Issuer: ING Groep N.V. (“ING”) Status: Senior, Unsecured Format: SEC Registered Global Notes – Callable Fixed-to-Floating Rate Principal Amount: $1,500,000,000 Trade Date: March 11, 2024 Expected Settlement Date*: March 19, 2024 (T+6) Interest Commencement Date: Expected Settlement Date Maturity Date: March 19, 2030 (6 years) Call Date: March 19, 2029 (5 years) Coupon: 5.335% Interest Payment Dates: Fixed Rate Period: interest will be payable semi-annually in arrear on March 19 and September 19 of each year, commencing on September 19, 2024 and ending on the Articles of Incorporation of the Company Call Date (each, a "Designating Amendment"“Fixed Rate Interest Payment Date”). Floating Rate Period: interest will be payable quarterly in arrear on March 19, June 19, September 19 and December 19, commencing on June 19, 2029 and ending on the Maturity Date (each, a “Floating Rate Interest Payment Date”). Benchmark Treasury: 4.250% UST due February 28, 2029 Benchmark Treasury Price / Yield: 100-23+ / 4.085% Spread to Benchmark Treasury: UST + 125 bps Re-Offer Yield: 5.335% Issue Price: 100.000% Underwriting Commission: 0.210% Net Proceeds: $1,496,850,000 Fixed Rate Period and Fixed Interest Rate: From and including the Interest Commencement Date to but excluding the Call Date (the “Fixed Rate Period”), the Notes shall accrue interest at a rate of 5.335% per annum Floating Rate Period and Floating Interest Rate: From and including the Call Date to but excluding the Maturity Date (the “Floating Rate Period”), the Notes will bear interest at a rate equal to the SOFR Index Average (calculated as described in the section titled “Description of Notes—Calculation of Interest During the Floating Rate Period”, beginning on page S-26 of the Preliminary Prospectus Supplement) plus 144 basis points (the “Margin”) Relevant Screen Page: SOFRINDX Index Floating Rate Interest Period: During the Floating Rate Period, the period beginning on (and including) a Floating Rate Interest Payment Date and ending on (but excluding) the following Floating Rate Interest Payment Date; provided, however, that the initial Floating Rate Interest Period will be the period from (and including) the Call Date, to (but excluding) the initial Floating Rate Interest Payment Date Floating Rate Interest Determination Dates: Each date that is two U.S. Government Securities Business Days prior to each Floating Rate Interest Payment Date SOFR IndexStart: The SOFR Index value on the date that is two U.S. Government Securities Business Days prior to the first day of the relevant Floating Rate Interest Period SOFR IndexEnd: The SOFR Index value on the date that is two U.S. Government Securities Business Days prior to the Floating Rate Interest Payment Date relating to such series of Preferred Stock. The Debt Securities will be issued Floating Rate Interest Period (or in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenturefinal Floating Rate Interest Period, the "Indentures", and each, an "Indenture"Maturity Date), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. *** If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Company in accordance with its terms. Very truly yours, 1997 XXXXXXX XXXXX & COINTERCEPT PHARMACEUTICALS, INC. Xxxxxxx LynchBy: /s/ Bxxxxxx Xxxxxx Name: Bxxxxxx Xxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, Pierceas of the date first above written: CITIGROUP GLOBAL MARKETS INC. By: /s/ Kxxxxxxx Xxxxx Name: Kxxxxxxx Xxxxx Title: Director RBC CAPITAL MARKETS, Xxxxxx & LLC By: /s/ Nxxx X. Xxxxx Incorporated Name: Nxxx X. Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and GentlemenTitle: Beacon Properties Corporation, a Maryland corporation (Managing Director For themselves as Representatives of the "Company") proposes to issue and sell up to $600,000,000 aggregate initial other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 176.00. The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$166.32, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as public offering price set forth above less $9.68 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Citigroup Global Markets Inc. 400,000 RBC Capital Markets, as trustee (the "Senior Trustee")LLC 250,000 Deutsche Bank Securities Inc. 90,000 BMO Capital Markets Corp. 50,000 Nomura Securities International, or as subordinated indebtedness (the "Subordinated Debt Securities") under an indentureInc. 40,000 Wedbush Securities Inc. 40,000 JMP Securities LLC 32,500 Nxxxxxx & Company, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.LLC 32,500 Oxxxxxxxxxx & Co. Inc. 32,500 Summer Street Research Partners 32,500 Total: 1,000,000 Sch A SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Company in accordance with its terms. Very truly yours, 1997 XXXXXXX-XXXXXX HOLDINGS, INC. By /s/ XXXXX XXXXXXXXXXX Name: Xxxxx Xxxxxxxxxxx Title: Chief Administrative Officer [Signature page to Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED DEUTSCHE BANK SECURITIES INC. XXXXXX XXXXXXX & CO. LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXXXX XXXXXXXX Authorized Signatory By: DEUTSCHE BANK SECURITIES INC. By /s/ XXXXXX XXX Authorized Signatory By /s/ XXXXX XXXXXXX Authorized Signatory By: XXXXXX XXXXXXX & CO. LLC By /s/ XXX XXXXX Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $15.70. The purchase price per share for the Securities to be paid by the several Underwriters shall be $14.8954, being an amount equal to the initial public offering price set forth above less $0.8046 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. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx 3,916,800 Deutsche Bank Securities Inc. 2,117,700 Xxxxxx Xxx XxxxXxxxxxx & Co. LLC 1,694,700 JMP Securities LLC 423,000 X.Xxxxx & Co., Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties CorporationLLC 282,600 CJS Securities, a Maryland corporation (the "Inc. 282,600 Xxxxxx & Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price , LLC 282,600 Total 9,000,000 Sch A-1 SCHEDULE B Number of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms InitialSecurities to be determined at the time Sold Maximum Number of saleOptionSecurities to Be Sold XXXXXXX-XXXXXX HOLDINGS, INC. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.9,000,000 1,350,000 Total 9,000,000 1,350,000 Sch B - 1 SCHEDULE C-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Operating Partnership in accordance with its terms. Very truly yours, 1997 XXXXXXX XXXXX & COINNOVATIVE INDUSTRIAL PROPERTIES, INC. By: /s/ Xxxxxxxxx Xxxxxxxx Name: Xxxxxxxxx Xxxxxxxx Title: Chief Financial Officer, Chief Accounting Officer and Treasurer IIP OPERATING PARTNERSHIP, LP By: Innovative Industrial Properties, Inc., as the sole general partner By: /s/ Xxxxxxxxx Xxxxxxxx Name: Xxxxxxxxx Xxxxxxxx Title: Chief Financial Officer, Chief Accounting Officer and Treasurer Accepted: BTIG, LLC For itself and as Representative of the several Underwriters named in Schedule I By: /s/ Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes Authorized Representative [Signature Page to issue and sell up to $600,000,000 aggregate Underwriting Agreement] SCHEDULE I The initial public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 83.85. The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$80.4960, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as initial public offering price set forth above less $3.3540 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Underwriters Number of Initial Securities BTIG, as trustee (the "Senior Trustee")LLC 1,744,187 Xxxx Capital Partners, or as subordinated indebtedness (the "Subordinated Debt Securities") under an indentureLLC 402,504 Compass Point Research & Trading, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee")LLC 268,336 Ladenburg Xxxxxxxx & Co. Inc. 268,336 Total 2,683,363 Sch. Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.I-1 SCHEDULE II PERSONS DELIVERING LOCK-UP AGREEMENTS Xxxx X. Gold Xxxx X. Xxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx X. Xxxxx Xxxx X. Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxx Xxxxxxx Xxxx X. Xxxxxx SCHEDULE III ORALLY CONVEYED PRICING INFORMATION

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Shareholder in accordance with its terms. Very truly yours, DELEK US HOLDINGS, INC. By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: General Counsel By /s/ Xxxxx X. Daily Name: Xxxxx X. Daily Title: Executive Vice President DELEK HUNGARY HOLDING LIMITED LIABILITY COMPANY By /s/ Barak Mashraki Name: Barak Mashraki Title: Managing Director CONFIRMED AND ACCEPTED, as of the date first above written: BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC. For themselves and as Representatives of the other Underwriters named in Schedule A hereto. BARCLAYS CAPITAL INC. By /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Vice President DEUTSCHE BANK SECURITIES INC. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director (a Maryland corporationSignature Page to Underwriting Agreement) Common StockSCHEDULE A The public offering price per share shall be $39.50. The purchase price per share to be paid by the several Underwriters shall be $37.92, Preferred being an amount equal to the public offering price set forth above less $1.58 per share. Name of Underwriter Number of Shares of Firm Stock and Debt Barclays Capital Inc. 2,925,000 Deutsche Bank Securities UNDERWRITING AGREEMENT ---------------------- _______ __Inc. 2,475,000 Credit Suisse Securities (USA) LLC 1,350,000 Xxxxxxx, 1997 XXXXXXX XXXXX Xxxxx & CO. Co. 630,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 630,000 Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxFargo Securities, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation LLC 630,000 Scotia Capital (the "Company"USA) proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Inc. 360,000 Total 9,000,000 SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Selling Stockholders in accordance with its terms. Very truly yours, 1997 XXXXXXX XXXXX EMERALD EXPOSITIONS EVENTS, INC. By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: BARCLAYS CAPITAL INC. By: Name: Title: GXXXXXX, SXXXX & CO. Xxxxxxx By: Authorized Signatory MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: Name: Title: For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A 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. Name of Underwriter Number of Initial Securities Barclays Capital Inc. [ ˜ ] Gxxxxxx, Sachs & Co. [ ˜ ] Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Sxxxx Incorporated [ ˜ ] Citigroup Global Markets Inc. [ ˜ ] Credit Suisse Securities (USA) LLC [ ˜ ] Deutsche Bank Securities Inc. [ ˜ ] RBC Capital Markets, LLC [ ˜ ] Rxxxxx X. Xxxxx & Co. Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price [ ˜ ] Total [ ˜ ] SCHEDULE B Number of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Initial Securities to be determined at the time Sold Maximum Number of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as Option Securities to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Be Sold SCHEDULE C-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company and the Selling Shareholders a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Selling Shareholders in accordance with its terms. Very truly yours, 1997 XXXXXXX XXXXX & COARHAUS, INC. By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Chief Financial Officer SELLING SHAREHOLDER FS EQUITY PARTNERS VI, L.P. By: FS Capital Partners VI, LLC, its General Partner By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Member SELLING SHAREHOLDER FS AFFILIATES VI, L.P. By: FS Capital Partners VI, LLC, its General Partner By : /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Member CONFIRMED AND ACCEPTED, as of the date first above written: BOFA SECURITIES, INC. XXXXXXXXX LLC By: BOFA SECURITIES, INC. By /s/ Xxxxx Xxxxxx Authorized Signatory By: XXXXXXXXX LLC By /s/ Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies Authorized Signatory For themselves and Gentlemen: Beacon Properties Corporation, a Maryland corporation (as Representatives of the "Company") proposes to issue and sell up to $600,000,000 aggregate other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 10.00 The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$9.55, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as initial public offering price set forth above less $0.45 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities BofA Securities, as trustee (the "Senior Trustee")Inc. 3,256,410 Xxxxxxxxx LLC 2,605,128 Xxxxxx Xxxxxxx & Co. LLC 1,953,846 Xxxxx Xxxxxxx & Co. 1,255,385 Xxxxxx X. Xxxxx & Co. Incorporated 836,923 Barclays Capital Inc. 732,308 Guggenheim Securities, or as subordinated indebtedness (the "Subordinated Debt LLC 523,077 Xxxxxxx Xxxxx & Company, L.L.C. 523,077 Telsey Advisory Group LLC 209,230 Academy Securities") under an indenture, dated as Inc. 26,154 Xxxxxx Xxxxxxxx, LLC 26,154 Xxxxxx X. Xxxxxxx & Company, Inc. 26,154 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC 26,154 Total 12,000,000 SCHEDULE B Number of ______________ (the "Subordinated Indenture"Initial Securities to be Sold Maximum Number of Option Securities to Be Sold FS Equity Partners VI, and collectively with the Senior IndentureL.P. 11,511,020 1,726,653 FS Affiliates VI, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.L.P. 488,980 73,347 Total 12,000,000 1,800,000 SCHEDULE C-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Gxxxxxxx Entities a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __each of the Gxxxxxxx Entities in accordance with its terms. Very truly yours, 1997 XXXXXXX GXXXXXXX CAPITAL INC. By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Chief Financial Officer GXXXXXXX CAPITAL ADVISERS LLC By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Chief Financial Officer GXXXXXXX CAPITAL ADMINISTRATOR LLC By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Chief Financial Officer GSOF LLC By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Chief Financial Officer GSOF-SP LLC By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Chief Financial Officer GSOF-SP II LLC By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Chief Financial Officer GSOF-SP DB LLC By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Chief Financial Officer GCOH SUBCO 2014-1 LLC By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Chief Operating Officer GSOIF CORPORATE LOAN POOLS LTD. By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Director CONFIRMED AND ACCEPTED, as of the date first above written: RXXXXX X. XXXXX & CO., INCORPORATED By: /s/ Mxxx X. Xxxxxxx Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial SCHEDULE A The public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 14.620. The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$0.585, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as public offering price set forth above less $14.035 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Rxxxxx X. Xxxxx & Co., as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as Incorporated 607,493 Jxxxxx Mxxxxxxxxx Xxxxx LLC 202,497 Total 809,990 Schedule A-1 SCHEDULE B Selling Stockholder Number of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series Initial Securities to be Sold Maximum Number of Debt Option Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.be Sold GSOF LLC 61,675 5,711 GSOF-SP LLC 110,131 10,197 GSOF-SP II LLC 58,077 5,378 GSOF-SP DB LLC 96,285 8,915 GCOH SubCo 2014-1 LLC 445,876 41,285 GSOIF Corporate Loan Pools Ltd. 37,946 3,514 Total 809,990 75,000 Schedule B-1 SCHEDULE C Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Shareholders a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and Debt the Selling Shareholders in accordance with its terms. Very truly yours, FLEETMATICS GROUP PLC By: Title: By: By As Attorney-in-Fact acting on behalf of the Selling Shareholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: BARCLAYS CAPITAL INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: BARCLAYS CAPITAL INC. By: Authorized Signatory By: XXXXXXX LYNCH, PIERCE, XXXXXX &SMITH INCORPORATED By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities UNDERWRITING AGREEMENT ---------------------- _______ shall be $ . The acquisition price per share for the Securities to be paid by the several Underwriters shall be $__, 1997 XXXXXXX XXXXX & CObeing 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. Name of Underwriter Number of Initial Securities Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxxx & Company RBC Capital Markets, LLC Xxxxxxx Xxxxx & Company, L.L.C Total SCHEDULE B Number of Initial Securities to Be Sold Maximum Number of Option Securities to Be Sold Fleetmatics Group PLC [6,250,000 ] [0 ] Fleetmatics Investor Holdings, L.P. [1,562,500 ] [818,481 ] Xxxxxx X. Xxxxxxxx [0 ] [20,000 ] Xxxx X. Xxxxxx [0 ] [56,666 ] Xxxxxxx Xxxxxxxx [0 ] [23,333 ] Xxxxx Xxxxxxxx [0 ] [26,666 ] Xxxxxx X. Xxxxxxxx [0 ] [6,000 ] Xxxxx Xxxxxxxxx X. Xxxxxxx [0 ] [187,396 ] Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Xxxxx [0 ] [33,333 ] Total Pricing Terms

Effect of Headings. 32 Draft The Article and Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and the Adviser in accordance with its terms. Very truly yours, TORTOISE ENERGY INFRASTRUCTURE CORPORATION (a Maryland corporation) Common StockBy: Name: Title: TORTOISE CAPITAL ADVISORS, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __LLC By: Name: Title: 28 XXXXXX, 1997 XXXXXXX XXXXX XXXXXXXX & COMPANY, INCORPORATED By: Name: Title: XXXXXXXXXXX & CO. Xxxxxxx LynchINC. By: Name: Title: RBC CAPITAL MARKETS By: Name: Title: For itself and as Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A Number of Name of Underwriter Primary Shares Xxxxxx, PierceXxxxxxxx & Company, Incorporated 275,000 Xxxxxxxxxxx & Co. Inc. 275,000 RBC Capital Markets 275,000 Xxxxxx Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxCompany, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties CorporationInc. 137,500 BB&T Capital Markets, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial division of Xxxxx & Xxxxxxxxxxxx, Inc. 137,500 TOTAL: 1,100,000 SCHEDULE B Tortoise Energy Infrastructure Corporation 1,100,000 Common Shares 1 The public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stockShares, par value determined as provided in said Section 2, shall be $.01 25.25. 2 The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Shares to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$24.20, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms public offering price set forth above less $1.05 per share; provided that the purchase price per share for any Option Shares purchased upon the exercise of the related Underlying Securities (as defined below)over-allotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund and any other variable terms as set forth in payable on the applicable amendment to Primary Shares but not payable on the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred StockOption Shares. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable IndentureSCHEDULE C Price Per Share = $25.25 SCHEDULE D None.

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Company in accordance with its terms. Very truly yours, 1997 XXXXXXX XXXXX & COFOX FACTORY HOLDING CORP. By: /s/ Xxxxxxx LynchX. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chief Executive Officer CONFIRMED AND ACCEPTED, Pierceas of the date first above written: BOFA SECURITIES, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx INC. By: /s/ Xxxx X. Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies Authorized Signatory For itself and Gentlemen: Beacon Properties Corporation, a Maryland corporation (as Representative of the "Company") proposes to issue and sell up to $600,000,000 aggregate other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 76.00. The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$72.01, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as initial public offering price set forth above less $3.99 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities BofA Securities, as trustee Inc. 1,687,500 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 190,000 BTIG, LLC 95,000 Capital One Securities, Inc. 76,000 Fifth Third Securities, Inc. 76,000 Regions Securities LLC 76,000 TD Securities (the "Senior Trustee")USA) LLC 76,000 CJS Securities, or as subordinated indebtedness (the "Subordinated Debt Securities") under an indentureInc. 61,750 Xxxxxxx Xxxxx & Company, dated as L.L.C. 61,750 Total 2,400,000 SCHEDULE B Number of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee")InitialSecurities to be Sold Maximum Number of OptionSecurities to Be Sold FOX FACTORY HOLDING CORP. Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.2,400,000 360,000 Total 2,400,000 360,000 SCHEDULE C-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Company in accordance with its terms. Very truly yours, 1997 XXXXXXX XXXXX DYNEX CAPITAL, INC. By /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Executive Vice President, Chief Operating Officer and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: X.X. XXXXXX SECURITIES LLC By /s/ Xxxxxx Xxxxxxxxx Authorized Signatory XXXXX, XXXXXXXX & COXXXXX, INC. By /s/ Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies Authorized Signatory For themselves and Gentlemen: Beacon Properties Corporation, a Maryland corporation (as Representatives of the "Company") proposes to issue and sell up to $600,000,000 aggregate other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 25.00. The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$24.2125, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as initial public offering price set forth above less $0.7875 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities X.X. Xxxxxx Securities LLC 750,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 750,000 Credit Suisse Securities (USA) LLC 120,000 Ladenburg Xxxxxxxx & Co. Inc. 100,000 MLV & Co LLC 120,000 Sterne, Agee & Xxxxx, Inc. 80,000 X.X. Xxxx & Associates, Inc. 20,000 Xxxxxxx Capital Markets LLC 20,000 Deutsche Bank Securities Inc. 20,000 Maxim Group, LLC 20,000 Total 2,000,000 SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold DYNEX CAPITAL, INC. 2,000,000 300,000 Total 2,000,000 300,000 SCHEDULE C-1 Pricing Terms See Pricing Term Sheet attached at Schedule C-2. SCHEDULE C-2 Issuer General Use Free Writing Prospectus Dated April 11, 2013 Filed Pursuant to Rule 433 Registration Statement No. 333-173551 Relating to Preliminary Prospectus Supplement Dated April 11, 2013 to Prospectus Dated December 13,2011 DYNEX CAPITAL, INC. 7.625% Series B Cumulative Redeemable Preferred Stock (Liquidation Preference $25,00 per share) FINAL PRICING TERMS Terms used but not defined herein have the meanings assigned to such terms in the Preliminary Prospectus Supplement. Issuer: Dynex Capital, Inc. Security: 7.625% Series B Cumulative Redeemable Preferred Stock Number of Shares: 2,000,000 shares (or 2,300,000 shares if the underwriters’ over-allotment option is exercised in full) Public Offering Price: $25.00 liquidation preference per share; $50,000,000 in aggregate liquidation preference (assuming the overallotment option is not exercised) Underwriting Discount: $0,7875 per share; $1,575,000 total (assuming the overallotment option is not exercised) Purchase Price by Underwriters: $24.2125 per share Net Proceeds to the Issuer, Before Expenses: $24.2125 per share: $48,425,000 total (assuming the overallotment option is not exercised); $55,688,750 total (if the underwriters’ overallotment option is exercised in full) Maturity: Perpetual (unless redeemed by the Issuer pursuant to its optional redemption or its special optional redemption rights or under circumstances intended to preserve the Issuer’s qualification as trustee (a REIT or, in accordance with the "Senior Trustee")Issuer’s articles of incorporation, to avoid the direct or indirect imposition of a penalty tax in respect of, or as subordinated indebtedness protect the tax status of, any of the Issuer’s REMIC interests, or converted by an investor in connection with a Change of Control). Trade Date: April 11, 2013 Settlement Date: April 19, 2013 (T+6) Dividend Rate: 7.625% per annum of the "Subordinated Debt Securities"$25.00 liquidation preference (equivalent to $1.90625 per annum per share) under an indentureDividend Payment Dates: January 15, dated as April 15, July 15 and October 15. The first quarterly dividend payment will be July 15, 2013 and will be for the full dividend period from April 19, 2013 to July 15, 2013. Change of ______________ (Control: Deemed to occur when, after the "Subordinated Indenture", and collectively with original issuance of the Senior IndentureSeries B Preferred Stock, the "Indentures"following have occurred and are continuing: • the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of the Issuer’s stock entitling that person to exercise more than 50% of the total voting power of all the Issuer’s stock entitled to vote generally in the election of the Issuer s directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and each• following the closing of any transaction referred to in the bullet point above, an "Indenture")neither the Issuer nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange, between or the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior TrusteeNYSE, the "Trustees"NYSE Amex Equities, and eachor the NYSE Amex, or the Nasdaq Stock Market, or Nasdaq, or listed or quoted on an exchange or quotation system that is a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant successor to the applicable IndentureNYSE, the NYSE Amex or Nasdaq.

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES our agreement, please sign and return to the Blue Bird Parties and the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Blue Bird Parties and the Selling Stockholders in accordance with its terms. [Signature page follows] Very truly yours, BLUE BIRD CORPORATION (By /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Chief Financial Officer SCHOOL BUS HOLDINGS INC. By /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Chief Financial Officer COLISEUM PARTNERS L.P. as Selling Stockholder By: Coliseum Capital, LLC, its general partner By /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Manager XXXXXXXXX PARTNERS LLC – SERIES A as Selling Stockholder By: Coliseum Capital Management, LLC, its Attorney-in-Fact By /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Partner ASP BB HOLDINGS LLC as Selling Stockholder By /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: President CONFIRMED AND ACCEPTED, as of the date first above written: BOFA SECURITIES, INC. By: BOFA SECURITIES, INC. By /s/ Xxxx Xxxxxx Authorized Signatory BARCLAYS CAPITAL INC. By: BARCLAYS CAPITAL INC. By /s/ Xxxxxx Xxxxx Authorized Signatory For themselves and as a Maryland corporation) Common Stock, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CORepresentatives of the other Underwriters named in Schedule A hereto. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate SCHEDULE A The initial public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 20.00. The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$19.20, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as initial public offering price set forth above less $0.80 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities BofA Securities, as trustee (the "Senior Trustee")Inc. 1,215,000 Barclays Capital Inc. 1,215,000 Xxxxxxxxx LLC 675,000 BMO Capital Markets Corp. 337,500 Xxxxx Xxxxxxx & Co. 337,500 Xxxxx-Xxxxxx Capital Group LLC. 225,000 X.X. Xxxxxxxx & Co. 225,000 Xxxx Capital Partners, or as subordinated indebtedness (the "Subordinated Debt LLC 225,000 Academy Securities") under an indenture, dated as Inc. 45,000 Total 4,500,000 Sch A SCHEDULE B Number of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series Initial Securities to be Sold Maximum Number of Debt Option Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Be Sold ASP BB Holdings LLC 1,500,000 225,000 Coliseum Capital Partners L.P. 2,281,311 342,197 Xxxxxxxxx Partners LLC – Series A 718,689 107,803 Total 4,500,000 675,000 Sch B SCHEDULE C-1 Pricing Terms

Effect of Headings. 32 Draft The Article and Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (a Maryland corporation) Common Stockour agreement, Preferred Stock please sign and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as return to the titleCompany a counterpart hereof, specific number of shareswhereupon this Underwriting Agreement, rankalong with all counterparts, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (will become a binding agreement between you and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (eachin accordance with its terms. Very truly yours, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and WASHINGTON REAL ESTATE INVESTMENT TRUST By: __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (Name: Title: CONFIRMED AND ACCEPTED, as of the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"date first above written: [Name(s) of Representative(s), between the Company and ] By: _______________________________ Authorized Signatory Exhibit A WASHINGTON REAL ESTATE INVESTMENT TRUST (a Maryland real estate investment trust) [Title of Securities] TERMS AGREEMENT ___________, as trustee 199__ To: Washington Real Estate Investment Trust 00000 Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Xx. Xxxxx X. Finger Senior Vice President and Chief Financial Officer Ladies and Gentlemen: We (the "Subordinated TrusteeRepresentatives", and collectively with the Senior Trustee, ) understand that Washington Real Estate Investment Trust (the "TrusteesCompany"), proposes to issue and each, a sell $_________ aggregate principal amount of its [senior][subordinated] debt securities (the "TrusteeDebt Securities") ([such securities also being hereinafter referred to as] the "[Initial] Underwritten Securities"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant Subject to the applicable Indenture.terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase [, severally and not jointly,] the principal amount of [Initial] Underwritten Securities [opposite their names set forth below] [, and a proportionate share of Option Underwritten Securities set forth below, to the extent any are purchased] at the purchase price set forth below. Principal Amount Underwriter of [Initial] Underwritten Securities ----------- ------------------------------------ ________________ Total [$] ________________ ________________ The Underwritten Securities shall have the following terms: [Debt Securities]

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (a Maryland corporation) Common Stockour agreement, Preferred Stock please sign and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes return to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and the Attorney-in-Fact for the Selling Shareholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Shareholder in accordance with its terms. Very truly yours, EROS INTERNATIONAL PLC By __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and ___________________ Title: [ ] By _____________________________________ As Attorney-in-Fact acting on behalf of the Selling Shareholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) date first above written: DEUTSCHE BANK SECURITIES INC. By_____________________________________ Name: Title: By_____________________________________ Name: Title: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By_____________________________________ Name: Title: UBS SECURITIES LLC By_____________________________________ Name: Title: By_____________________________________ Name: Title: For themselves and any as Representatives of the other variable terms established Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[l]. The purchase price per share for the Securities to be paid by or pursuant the several Underwriters shall be $[l], being an amount equal to the applicable Indenture.initial public offering price set forth above less $[l] 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. Name of Underwriter Number of Initial Securities Deutsche Bank Securities, Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated UBS Securities LLC Xxxxxxxxx LLC Credit Suisse Securities (USA) LLC EM Securities LLC Total Sch A-1 SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold EROS INTERNATIONAL PLC Beech Investments Limited Xxxxx Xxxxxxxxx Total SCHEDULE C-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Company in accordance with its terms. Very truly yours, 1997 XXXXXXX XXXXX ACUMEN PHARMACEUTICALS, INC. By /s/ Xxxxxx X’Xxxxxxx Name: Xxxxxx X’Xxxxxxx Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. XXXXXX, XXXXXXXX & COCOMPANY, INCORPORATED For themselves and as Representatives of the other Underwriters named in Schedule A hereto. By: BOFA SECURITIES, INC. By /s/ Xxxx Xxxxxxx LynchAuthorized Signatory By: CITIGROUP GLOBAL MARKETS INC. By /s/ Xxxxxxxx Xxxxx Authorized Signatory By: XXXXXX, PierceXXXXXXXX & COMPANY, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx INCORPORATED By /s/ Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial Xxxx Authorized Signatory SCHEDULE A The public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 7.75. The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$7.285, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as public offering price set forth above less $0.465 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities BofA Securities, as trustee (the "Senior Trustee")Inc. 7,061,935 Citigroup Global Markets Inc. 4,411,613 Xxxxxx, or as subordinated indebtedness (the "Subordinated Debt Securities") under an indentureXxxxxxxx & Company, dated as of ______________ (the "Subordinated Indenture"Incorporated 3,539,355 BTIG, and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.LLC 1,761,290 Total 16,774,193 SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporationcounterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, KANSAS CITY SOUTHERN By /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxx Xxxxx Authorized Signatory X.X. XXXXXX SECURITIES INC. By Xxx Xxxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $39.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $37.2938, being an amount equal to the initial public offering price set forth above less $1.7062 per share, subject to adjustment in accordance with Section 2(b) Common Stock, Preferred Stock for dividends or distributions declared by the Company and Debt payable on the Initial Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CObut not payable on the Option Securities. Number of Name of Underwriter Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx 2,759,198 X.X. Xxxxxx Xxx XxxxSecurities Inc. 1,505,016 BMO Capital Markets Corp. 250,836 Xxxxxxx Xxxx & Company, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation LLC 250,836 Scotia Capital (the "Company"USA) proposes to issue and sell up to $600,000,000 aggregate initial public offering price Inc. 250,836 Total 5,016,722 SCHEDULE B Number of its shares Initial Maximum Number of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Option Securities to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as Sold Securities to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Be Sold KANSAS CITY SOUTHERN 5,016,722 752,508 Total 5,016,722 752,508 SCHEDULE C-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Company in accordance with its terms. Very truly yours, 1997 XXXXXXX XXXXX Inovio Pharmaceuticals, Inc. By /s/ Xxxxxxxxxx X. Xxxx Name: Xxxxxxxxxx X. Xxxx, Ph.D. Title: President and Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXXXXXX & CO. INC. CITIZENS JMP SECURITIES, LLC By: XXXXXXXXXXX & CO. INC. By /s/ Xxxxxxx LynchXxxxxxxx Name: Xxxxxxx Xxxxxxxx, PierceX.Xx. Title: Senior Managing Director, Co-Head Healthcare Investment Banking By: CITIZENS JMP SECURITIES, LLC By /s/ Xxxxx Xxxxxx & Name: Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies Title: Managing Director For themselves and Gentlemen: Beacon Properties Corporation, a Maryland corporation (as Representatives of the "Company") proposes to issue and sell up to $600,000,000 aggregate other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Underwritten Shares shall be $.01 7.693. The initial public offering price Pre-Funded Warrant shall be $7.692. The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Underwritten Shares to be determined at paid by the time of saleseveral Underwriters shall be $7.23142, being an amount equal to the initial public offering price set forth above less $0.46158 per share. The Preferred Stock will purchase price per Pre-Funded Warrant to be issued in one or more series and each series of Preferred Stock may varypaid by the several Underwriters shall be $7.23048, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as initial public offering price set forth in the applicable amendment to the Articles above less $0.46152 per Pre-Funded Warrant. Name of Incorporation Underwriter Number of the Company (eachUnderwritten Shares Number of Pre- Funded Warrants Xxxxxxxxxxx & Co. Inc. 1,445,668 1,217,222 Citizens JMP Securities, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.LLC 1,090,590 918,255 Total 2,536,258 2,135,477 SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section and sub-section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, GOVERNMENT PROPERTIES CORPORATION (a Maryland corporation) Common StockINCOME TRUST By Name: Title: CONFIRMED AND ACCEPTED, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED WACHOVIA CAPITAL MARKETS, LLC XXXXXX XXXXXXX & CO. INCORPORATED By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: WACHOVIA CAPITAL MARKETS, LLC By Authorized Signatory By: XXXXXX XXXXXXX & CO. INCORPORATED By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Wachovia Capital Markets, LLC Xxxxxx Xxx XxxxXxxxxxx & Co. Incorporated RBC Capital Markets Corporation Citigroup Global Markets Inc. Xxxxxx Xxxxxx & Company, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price Inc. UBS Securities LLC Total 10,000,000 SCHEDULE B Number of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Initial Securities to be determined at the time Sold Maximum Number of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as Option Securities to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates Be Sold GOVERNMENT PROPERTIES INCOME TRUST 10,000,000 1,500,000 SCHEDULE C GOVERNMENT PROPERTIES INCOME TRUST 10,000,000 Common Shares (or method of calculationPar Value $0.01 Per Share), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION our agreement, please sign and return to MS a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and the Adviser in accordance with its terms. Very truly yours, HIGHLAND INCOME FUND By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Executive Vice President HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P. BY: STRAND ADVISORS XVI, INC., ITS GENERAL PARTNER By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Treasurer CONFIRMED AND ACCEPTED, As of the date first above written: By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President For itself and as Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A Highland Income Fund 5.375% Series A Cumulative Preferred Shares Name of Underwriter Number of Shares Xxxxxx Xxxxxxx & Co. LLC 5,130,000 Xxxxxxxxx LLC 270,000 5,400,000 SCHEDULE B The purchase price to be paid by the Underwriters for the Shares shall be $24.2125 per share. SCHEDULE C Number of Underwritten Shares: 5,400,000 Number of Option Shares: 810,000 Dividend Rate (a Maryland corporation) Common Stockcumulative from August 1, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __2019): 5.375% Settlement Date: August 1, 1997 XXXXXXX XXXXX & CO2019 Underwriting Discount per share: $0.7875 Optional Redemption Date: On or after September 30, 2024 Net Proceeds, before expenses (no exercise of over-allotment option): $130,747,500 Net Proceeds, before expenses (full exercise of over-allotment option): $150,359,625 SCHEDULE D Rule 482 Statement Rule 482 ad filed under Rule 497 on July 29, 2019. Xxxxxxx LynchSCHEDULE E Opinion of K&L Gates LLP SCHEDULE F Opinion of K&L Gates LLP SCHEDULE G HIGHLAND INCOME FUND TREASURER’S CERTIFICATE July 29, Pierce2019 I, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxX. Xxxxxxxxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation Treasurer of Highland Income Fund (the "Company"“Trust”) proposes do hereby certify that I am the Treasurer, Principal Financial Officer, Principal Accounting Officer and Principal Executive Officer of the Trust. In that capacity, I have reviewed the Trust’s definitive base prospectus dated July 1, 2019 (the “Base Prospectus”) and the preliminary prospectus supplement dated July 29, 2019 (the “Preliminary Prospectus Supplement”), each relating to issue and sell up to the offering of $600,000,000 aggregate initial public offering price 135,000,000 of its shares of common stockthe Trust’s 5.375% Series A Cumulative Preferred Shares, liquidation preference $25.00 per share, par value $.01 0.001 per share (the "Common Stock"“Offering”). Based upon a review of the Trust’s financial records, schedules and analyses undertaken by myself or by members of my staff who are responsible for the Trust’s financial and accounting matters, I do hereby certify to the Underwriters, to the best of my information, knowledge and belief, that: I am providing this certificate in connection with the Offering, as described in the Preliminary Prospectus Supplement. I am familiar with the accounting, operations and records of the Trust and I have overseen the preparation of, and reviewed, the unaudited consolidated financial data of the Trust for the six months ended June 30, 2019 and 2018. I have supervised the compilation of and reviewed the circled information contained on the attached EXHIBIT A, which is included in the Preliminary Prospectus Supplement and the Base Prospectus. With respect to each item of the circled information identified on EXHIBIT A, I or members of my staff have (a) compared the amounts to the corresponding amounts appearing on the records, schedules or shares analyses of preferred the Trust and found the amounts to be in agreement, and (b), where such amounts were derived from Trust schedules or analyses, recomputed such amounts and determined that the amounts appearing in each item of the circled information identified on EXHIBIT A were arithmetically correct. Based on my role as the Trust’s Treasurer, Principal Financial Officer, Principal Accounting Officer and Principal Executive Officer and the familiarity, oversight and review described in clause (ii) above, nothing has come to my attention that caused me to believe that (i) at July 26, 2019 there was any change in capital stock, par increase in total liabilities, or decrease in consolidated total assets, net assets or net asset value $.01 per share of the Trust and its consolidated subsidiaries as compared with amounts shown in the December 31, 2018 consolidated balance sheet incorporated by reference in the Registration Statement; or (ii) for the "Preferred Stock") and Beacon Propertiesperiod from January 1, L.P.2019 to June 30, a Delaware limited partnership (2019, there were any decreases, as compared with the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (corresponding period in the "Debt Securities"), or any combination thereof, from time to timepreceding year, in consolidated net investment income or pursuant to one net investment income per share of the Trust, except in all instances for changes, increases or more offerings on terms to be determined at decreases that the time of sale. The Preferred Stock will be issued Registration Statement discloses have occurred or may occur, except that the capital stock increased and the unaudited consolidated balance sheet showed a decrease in one or more series and each series of Preferred Stock may varyconsolidated total assets, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth summarized in the applicable amendment to table below (total consolidated assets stated in millions of dollars): Outstanding common shares 71,914,765 71,872,584 42,181 Total consolidated assets 1,514 1,542 (28 ) Capitalized terms used herein and not otherwise defined herein shall have the Articles of Incorporation of the Company (each, a "Designating Amendment") relating meanings assigned to such series of Preferred Stock. The Debt Securities will be issued terms in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable IndentureUnderwriting Agreement.

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Transaction Entities and the Manger a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a valid and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __legally binding agreement among the Underwriters, 1997 XXXXXXX XXXXX the Transaction Entities and the Manager in accordance with its terms. Very truly yours, SAFEHOLD INC. By: /s/ Gxxxxxxx X. Xxxxx Name: Gxxxxxxx X. Xxxxx Title: General Counsel, Corporate and Secretary SAFEHOLD OPERATING PARTNERSHIP LP By: Safehold OP GenPar LLC, as General Partner By: /s/ Gxxxxxxx X. Xxxxx Name: Gxxxxxxx X. Xxxxx Title: General Counsel, Corporate and Secretary SFTY MANAGER LLC By: /s/ Dxxxxxx Xxxxxxx Name: Dxxxxxx Xxxxxxx Title: Chief Legal Officer CONFIRMED AND ACCEPTED, as of the date first above written: GXXXXXX SACHS & CO. Xxxxxxx LynchLLC By: /s/ Dxxxxx Xxxxx Authorized Signatory BOFA SECURITIES, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx INC. By: /s/ Exxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies Authorized Signatory J.X. XXXXXX SECURITIES LLC By: /s/ Hxxxx Xxxxxxxxx Authorized Signatory For themselves and Gentlemen: Beacon Properties Corporation, a Maryland corporation (as Representatives of the "Company") proposes to issue and sell up to $600,000,000 aggregate other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 34.00. The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$32.3850, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as initial public offering price set forth above less $1.6150 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between for distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities; provided, as trustee (however, that the "Senior Trustee"), or as subordinated indebtedness (purchase price per share to be paid by the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt several Underwriters for 509,150 Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established purchased by or pursuant SFTY Venture LLC shall be equal to the applicable Indenture.initial public offering price set forth above. Name of Underwriter Number of Initial Securities Gxxxxxx Sxxxx & Co. LLC 550,000 BofA Securities, Inc. 550,000 J.X. Xxxxxx Securities LLC 550,000 Barclays Capital Inc. 270,000 Mizuho Securities USA LLC 270,000 SunTrust Rxxxxxxx Xxxxxxxx, Inc. 225,000 Rxxxxxx Jxxxx & Associates, Inc. 225,000 Citigroup Global Markets Inc. 150,000 Mxxxxx Sxxxxxx & Co. LLC 150,000 UBS Securities LLC 60,000 Total 3,000,000 SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporationcounterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the International Underwriters and the Company in accordance with its terms. Very truly yours, ITAÚ USA SECURITIES INC. By: /s/ Jxxxx Xxxxxxxx Authorized Signatory J.X. XXXXXX SECURITIES INC. By: /s/ Ixxxxxx Xxxxxx Authorized Signatory BANCO VOTORANTIM S.A., NASSAU BRANCH By: /s/ Pxxxx Pxxxx Xxxxx Nxxx Authorized Signatory By: /s/ Sxxxxx Xxxxxxx Xxxxxxx Authorized Signatory UBS SECURITIES LLC By: /s/ Sxxxx Xxx Authorized Signatory By: /s/ Jxxx Xxxxxxx Authorized Signatory Each for itself and as International Representative of the other International Underwriters named in Schedule A hereto. CONFIRMED AND ACCEPTED, as of the date first above written: GAFISA S.A. By: /s/ Alceu Dxxxxx Xxxxxxxxxx Title: CFO Name: Alceu Dxxxxx Xxxxxxxxxx STATE OF NEW YORK ) Common Stock, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- ) ss. COUNTY OF NEW YORK ) On this _____ day of _______ __, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation2010 before me, a Maryland corporation (the "Company") proposes to issue notary public within and sell up to $600,000,000 aggregate initial public offering price of its shares of common stockfor said county, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of personally did appear _________, __________ (the "Senior Indenture")to me personally known who being duly sworn, between the Company and did say that he is ___________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (person described in and which executed the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture"foregoing instrument, and collectively with acknowledge said instrument to be the Senior Indenturefree act and deed of said corporation. Notary Public SCHEDULE A THE INTERNATIONAL UNDERWRITERS Name of International Underwriter Number of Firm ADSs Itaú USA Securities Inc. 7,697,146 J.X. Xxxxxx Securities Inc. 3,848,573 Banco Votorantim S.A., the "Indentures"Nassau Branch 2 UBS Securities LLC 2,507,069 Total 14,052,790 SCHEDULE B PRICING INFORMATION GAFISA S.A. 14,052,790 American Depositary Shares, and each, an "Indenture"each representing two shares of Common Stock ($14.0347 Per ADS), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.

Effect of Headings. 32 Draft The Article and Section headings herein and the Table of 6/9/97 BEACON PROPERTIES CORPORATION (Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriter, the Company and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Operating Partnership in accordance with its terms. Very truly yours, 1997 VORNADO REALTY TRUST By: /s/ XXXXXX XXXX -------------------------------- Name: Xxxxxx Xxxx Title: Chief Executive Officer VORNADO REALTY L.P. By: Vornado Realty Trust, its General Partner By: /s/ XXXXXX XXXX -------------------------------- Name: Xxxxxx Xxxx Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written. XXXXXXX XXXXX & COBARNEY INC. By: /s/ XXX XXXXXXXXXXX ------------------------------ Name: Xxx Xxxxxxxxxxx Title: Director SCHEDULE A VORNADO REALTY TRUST COMMON SHARES OF BENEFICIAL INTEREST TITLE OF DESIGNATED SHARES: Common Shares of Beneficial Interest NUMBER OF DESIGNATED SHARES: NUMBER OF FIRM SHARES: 514,200 MAXIMUM NUMBER OF OPTIONAL SHARES: 77,130 INITIAL OFFERING PRICE TO PUBLIC: Xxxxxxx LynchXxxxx Xxxxxx Inc. intends to deposit the Common Shares with the trustee of The Equity Focus Trusts REIT Portfolio Series, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 000002002-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation A (the "CompanyTrust") proposes to issue and sell up to in exchange for units in the Trust. PURCHASE PRICE BY XXXXXXX XXXXX BARNEY INC.: $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 40.82 per share (the "Common Stock") or shares of preferred stockFORM OF DESIGNATED SHARES: Definitive form, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined made available for checking and packaging at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as least twenty-four hours prior to the title, specific number Time of shares, rank, stated value, liquidation preference, dividend rate or rates (or method Delivery. SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Wire transfer of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenturesame day funds.

Effect of Headings. 32 Draft The section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Company in accordance with its terms. Very truly yours, 1997 XXXXXXX XXXXX & CO89BIO, INC. By: /s/ Xxxx Xxxxxxx LynchName: Xxxx Xxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, Pierceas of the date first above written: BOFA SECURITIES, INC. SVB SECURITIES LLC EVERCORE GROUP L.L.C. By: BOFA SECURITIES, INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: SVB SECURITIES LLC By: /s/ Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx, M.D. Name: Xxxxxx Xxx XxxxXxxxxx, Xxx M.D. Title: Senior Managing Director By: EVERCORE GROUP L.L.C. By: /s/ Xxxxxx Xxxx 00000-0000 Ladies Name: Xxxxxx Xxxx Title: Managing Director For themselves and Gentlemen: Beacon Properties Corporation, a Maryland corporation (as Representatives of the "Company") proposes to issue and sell up to $600,000,000 aggregate other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 16.25. The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$15.275, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as initial public offering price set forth above less $0.975 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities BofA Securities, as trustee (the "Senior Trustee")Inc. 5,923,079 SVB Securities LLC 4,230,769 Evercore Group L.L.C. 3,384,615 RBC Capital Markets, or as subordinated indebtedness (the "Subordinated Debt Securities") under an indentureLLC 1,692,307 Xxxxxxx Xxxxx & Associates, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Inc. 1,692,307 Total 16,923,077 SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (a Maryland corporation) Common Stockour agreement, Preferred Stock please sign and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as return to the titleCompany a counterpart hereof, specific number of shareswhereupon this instrument, rankalong with all counterparts, stated valuewill become a binding agreement among the Underwriter, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________the Selling Shareholders in accordance with its terms. Very truly yours, The Company: REXNORD CORPORATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President and Chief Financial Officer [Signature Page to Underwriting Agreement] REXNORD ACQUISITION HOLDINGS I, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President REXNORD ACQUISITION HOLDINGS II, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established date first above written: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director SCHEDULE A The purchase price per share for the Securities to be paid by or pursuant the several Underwriters shall be $26.45. Names of the Underwriters Number of Shares Deutsche Bank Securities Inc. 10,000,000 Total 10,000,000 SCHEDULE B Number of Securities to the applicable Indenture.be Sold Rexnord Acquisition Holdings I, LLC 5,209,430 Rexnord Acquisition Holdings II, LLC 4,790,570 Total 10,000,000 SCHEDULE C-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporationcounterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, ROCKWELL MEDICAL, INC. By /s/ Xxxxxx X. Xxxxxxx Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxxx Xxxxxx Authorized Signatory For itself as Representative(s) Common Stockof the other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price per share for the Securities shall be $9.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $8.46, Preferred Stock being an amount equal to the public offering price set forth above less $0.54 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and Debt payable on the Initial Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CObut not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx 4,420,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 845,000 Summer Street Research Partners 455,000 Xxxxx-Xxxxxx Xxx XxxxCapital Group LLC 455,000 Chardan Capital Markets, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties CorporationLLC 195,000 LifeSci Capital, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price LLC 130,000 Total 6,500,000 SCHEDULE B Number of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Initial Securities to be determined at the time Sold Maximum Number of saleOption Securities to Be Sold ROCKWELL MEDICAL, INC. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.6,500,000 975,000 Total 6,500,000 975,000 SCHEDULE C-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company, the Bank and Debt the Selling Shareholder in accordance with its terms. Very truly yours, AMERIS BANCORP, a Georgia corporation By: /s/ Xxxxx X. Xxxxxxx, Xx. Xxxxx X. Xxxxxxx, Xx., President and Chief Executive Officer AMERIS BANK By: /s/ Xxxxx X. Xxxxxxx, Xx. Xxxxx X. Xxxxxxx, Xx., Chief Executive Officer UNITED STATES DEPARTMENT OF THE TREASURY, as Selling Shareholder By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Assistant Secretary for Financial Stability CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED SANDLER X’XXXXX & PARTNERS, L.P. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxx X. Xxxxx Authorized Signatory By: SANDLER X’XXXXX & PARTNERS, L.P. By: Sandler X’Xxxxx & Partners Corp., the sole general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: An Officer of the Corporation For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The purchase price per share for the Securities UNDERWRITING AGREEMENT ---------------------- _______ __to be paid by the several Underwriters shall be $916.641, 1997 XXXXXXX XXXXX & CObeing an amount equal to the initial public offering price set forth in Schedule B less $13.959 per share. Name of Underwriter Number of Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx 24,050 Sandler X’Xxxxx & Partners, L.P. 24,050 X.X. Xxxx & Associates, Inc. 1,300 Xxxxxx Xxx Xxxx& Company 1,300 Xxxxxxxx Financial Group, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Inc. 1,300 Total 52,000 Sch A SCHEDULE B

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. (Signature Page Follows) Sincerely, XXXXXXXX ENERGY SERVICES INC. By /s/ X. Xxxxxx Xxxxxxx Name: X. Xxxxxx Xxxxxxx Title: Chief Executive Officer, President and Director Xxxxxxxx Energy Services Inc. Underwriting Agreement CONFIRMED AND ACCEPTED, as of 6/9/97 BEACON PROPERTIES CORPORATION (a Maryland corporation) Common Stockthe date first above written: XXXXXXX LYNCH, Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __PIERCE, 1997 XXXXXX & XXXXX INCORPORATED XXXXX XXXXXXX XXXXX & CO. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director By: XXXXX XXXXXXX & CO. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Principal For themselves and as Representatives of the other Underwriters named in Schedule A hereto. Xxxxxxxx Energy Services Inc. Underwriting Agreement SCHEDULE A The initial public offering price per share for the Securities shall be $10.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $9.40, being an amount equal to the initial public offering price set forth above less $0.60 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. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,777,778 Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx & Co. 2,268,518 Citigroup Global Markets Inc. 972,223 Barclays Capital Inc. 833,334 Tudor, Xxx Pickering, Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation& Co. Securities, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stockInc. 833,334 Evercore Group L.L.C. 740,741 Xxxxxxxx Inc. 462,963 Capital One Securities, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Inc. 370,368 Total 9,259,259 Sch A - 1 SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Selling Stockholders in accordance with its terms. Very truly yours, 1997 OUTSET MEDICAL, INC. By: Name: Title: [Signature Page to Underwriting Agreement] [SELLING SHAREHOLDERS] By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: BOFA SECURITIES, INC. XXXXXX XXXXXXX XXXXX & CO. Xxxxxxx LynchLLC XXXXXXX SACHS & CO. LLC By: BOFA SECURITIES, Pierce, Xxxxxx INC. By: Authorized Signatory XXXXXX XXXXXXX & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies CO. LLC By: Authorized Signatory XXXXXXX SACHS & CO. LLC By: Authorized Signatory For themselves and Gentlemen: Beacon Properties Corporation, a Maryland corporation (as Representatives of the "Company") proposes to issue and sell up to $600,000,000 aggregate initial other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 [ ● ]. The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$[ ● ], as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as public offering price set forth above less $[ ● ] per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities BofA Securities, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as Inc. [ ● ] Xxxxxx Xxxxxxx & Co. LLC [ ● ] Xxxxxxx Sachs & Co. LLC [ ● ] [ ● ] [ ● ] Total [ ● ] SCHEDULE B Number of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series Initial Securities To Be Sold Maximum Number of Debt Option Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.To Be Sold [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] Total [ ● ] [ ● ] SCHEDULE C-1

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Company in accordance with its terms. Very truly yours, 1997 XXXXXXX XXXXX & COCATALYST PHARMACEUTICALS, INC. By /s/ Rxxxxxx X. Xxxx Title: President and CEO CONFIRMED AND ACCEPTED, as of the date first above written: BOFA SECURITIES, INC. By /s/ Axxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies Authorized Signatory CITIGROUP GLOBAL MARKETS INC. By /s/ Jxxxx Jxx Authorized Signatory For themselves and Gentlemen: Beacon Properties Corporation, a Maryland corporation (as Representatives of the "Company") proposes to issue and sell up to $600,000,000 aggregate other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 15.00. The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$14.10, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as initial public offering price set forth above less $0.90 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities BofA Securities, as trustee (the "Senior Trustee")Inc. 3,500,000 Citigroup Global Markets Inc. 2,200,000 Pxxxx Xxxxxxx & Co. 1,300,000 Cantor Fxxxxxxxxx & Co. 1,200,000 Truist Securities, or as subordinated indebtedness (the "Subordinated Debt Securities") under an indentureInc. 800,000 H.X. Xxxxxxxxxx & Co., dated as LLC 500,000 Oxxxxxxxxxx & Co. Inc. 500,000 Total 10,000,000 SCHEDULE B Number of ______________ (the "Subordinated Indenture"Initial Securities to be Sold Maximum Number of Option Securities to Be Sold Catalyst Pharmaceuticals, and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Inc. 10,000,000 1,500,000 Total 10,000,000 1,500,000 SCHEDULE C-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among each Purchaser and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __the Company in accordance with its terms. Very truly yours, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ADAPTIMMUNE THERAPEUTICS PLC By /s/ Xxxxx Xxxxx Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: MATRIX CAPITAL MANAGEMENT MASTER FUND, LP Signature of Authorized Signatory of Purchaser: /s/ Xxxxx X. Xxxx Name of Authorized Signatory: Xxxxx X. Xxxx Title of Authorized Signatory: Managing General Partner Facsimile Number for Notice to Purchaser (if applicable): (000) 000-0000 Email address for Notice to Purchaser: xxxxxxx@xxxxxxxx.xxx; xxxxxxx@xxxxxxxx.xxx Address for Notice to Purchaser: 0000 Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $60,000,000 ADS Amount: 6,000,000 CONFIRMED AND ACCEPTED, as of the date first above written: NEW ENTERPRISE ASSOCIATES 16, L.P. Signature of Authorized Signatory of Purchaser: /s/ Xxxxx X. Xxxxxx Name of Authorized Signatory: Xxxxx X. Xxxxxx Title of Authorized Signatory: Chief Legal Officer Facsimile Number for Notice to Purchaser (if applicable): 000-000-0000 Email address for Notice to Purchaser: xxxxxxx@xxx.xxx Address for Notice to Purchaser: 0000 Xxxxxxxxxxx Xxxxx Xxxxx 000 Xxxxxxxx XX, 00000 Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $20,000,000 ADS Amount: 2,000,000 CONFIRMED AND ACCEPTED, as of the date first above written: NEW ENTERPRISE ASSOCIATES 14, L.P. Signature of Authorized Signatory of Purchaser: /s/ Xxxxx X. Xxxxxx Name of Authorized Signatory: Xxxxx X. Xxxxxx Title of Authorized Signatory: Chief Legal Officer Facsimile Number for Notice to Purchaser (if applicable): 000-000-0000 Email address for Notice to Purchaser: xxxxxxx@xxx.xxx Address for Notice to Purchaser: 0000 Xxxxxxxxxxx Xxxxx Xxxxx 000 Xxxxxxxx XX, 00000 Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $5,000,000 ADS Amount: 500,000 CONFIRMED AND ACCEPTED, as of the date first above written: SYNCONA PORTFOLIO LIMITED Signature of Authorized Signatory of Purchaser: /s/ Xxxxx Xxxxxxxxx Name of Authorized Signatory: Xxxxx Xxxxxxxxx Title of Authorized Signatory: Authorised Signatory Facsimile Number for Notice to Purchaser (if applicable): Email address for Notice to Purchaser: xxxxxxxx@xxxxx.xxx Address for Notice to Purchaser: Xxxxxx Xxx Xxxx, Xxx House St Julian’s Avenue St. Xxxxx Port Guernsey Channel Islands GY1 3RD Guernsey Attention: Mr M Xx Xxxxx With a copy to: Syncona Investment Management Limited 000 Xxxxxx Xxxx 00000Xxxxxx XX0 0XX Xxxxxx Xxxxxxx Attention: Company Secretary E-0000 Ladies and Gentlemenmail address: Beacon Properties Corporation, a Maryland corporation xxxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx Address for Delivery of Securities to Purchaser (the "Company") proposes to issue and sell up to if not same as address for notice): Subscription Amount: $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"15,000,000 ADS Amount: 1,500,000 SCHEDULE B Free Writing Prospectuses None Exhibit A-1 FORM OF OPINION OF COMPANY’S U.S. COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.

Effect of Headings. 32 Draft The Article and Section headings herein and the Table of 6/9/97 BEACON PROPERTIES Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreement, along with all counterparts, will become a binding agreement between the Representative and the Company in accordance with its terms. Very truly yours, OAKWOOD HOMES CORPORATION By: /s/ Douglas R. Muir ------------------------------------ Name: Douglas R. Muir Title: Senior Vice Xxxxxxxxx XXXFIRMED AND ACCEPTED, as of the date first above written: NATIONSBANC MONTGOMERY SECURITIES LLC FIRST UNION CAPITAL MARKETS CORP. MERRILL LYXXX, XXXXXE, FENNER & SMITH INCORPORATED By: NATIONSBANC XXXXXXXERY SECURITIES LXX Xy: /x/ Xynn T. McConnell ----------------------------- Authorized Xxxxxxxxx EXHIBIT A OAKWOOD HOMES CORPORATION (a Maryland North Carolina corporation) Common Stock, Preferred Stock and Debt Securities UNDERWRITING TERMS AGREEMENT ---------------------- _________ ___, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch1999 To: Oakwood Homes Corporation 7800 McCloud Road Greensboro, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000North Carolina 27409-0000 Ladies and Gentlemen9634 Ladixx xxx Xxxxxxxxx: Beacon Properties We understand that Oakwood Homes Corporation, a Maryland North Carolina corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of $[_________, ____ ] aggregate principal amount of its [senior] [subordinated] debt securities (the "Senior IndentureDebt Securities") (such securities also being hereinafter referred to as the "[Initial] Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, between we [the Company underwriters named below (the "Underwriters")] offer to purchase [, severally and not jointly,] the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below [, and a proportionate share of Option Underwritten Securities set forth below, to the extent any are purchased]. Principal Amount Underwriter of [Initial] Underwritten Securities --------------- --------------------------------------------- Total __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ ([$] ===================== The Underwritten Securities shall have the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.following terms:

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company, the Bank and the Selling Shareholder in accordance with its terms. Very truly yours, M&T BANK CORPORATION By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Chief Financial Officer MANUFACTURERS AND TRADERS TRUST COMPANY By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Chief Financial Officer UNITED STATES DEPARTMENT OF THE TREASURY, as Selling Shareholder By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Investment Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED SANDLER X’XXXXX & PARTNERS, L.P. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxx X. Xxxxx Authorized Signatory By: SANDLER X’XXXXX & PARTNERS, L.P. By: Sandler X’Xxxxx & Partners Corp., the sole general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: An Officer of the Corporation For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The purchase price per share for the Securities to be paid by the several Underwriters shall be (a Maryland corporationi) Common for the Series A Preferred Stock, $1,000, being an amount equal to the initial public offering price set forth in Schedule B, and (ii) for the Series C Preferred Stock, $1,000, being an amount equal to the initial public offering price set forth in Schedule B. The underwriting commission per share for the Securities to be paid by the Company shall be (i) for the Series A Preferred Stock $9.84 and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CO(ii) for the Series C Preferred Stock $13.33. Name of Underwriter Number of Shares of Series A Preferred Stock Number of Shares of Series C Preferred Stock Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx54,625 35,981.25 Sandler X’Xxxxx & Partners, Xxx L.P. 54,625 35,981.25 Xxxxxx, Xxxxxxxx & Company, Incorporated 54,625 35,981.25 RBC Capital Markets, LLC 54,625 35,981.25 XX Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation& Co. 5,750 3,787.5 Rice Securities, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.LLC 5,750 3,787.5 Total 230,000 151,500 SCHEDULE B

Effect of Headings. 32 Draft The Article and Section headings herein and the Table of 6/9/97 BEACON PROPERTIES CORPORATION (Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Debt the Company in accordance with its terms. Very truly yours, ING GROEP N.V. By: /s/ K.I.D. Xxxxxxxx Name: K.I.D. Xxxxxxxx Title: Authorized Signatory By: /s/ P.G. van der Linde Name:P.G. van der Linde Title:Senior Legal Counsel Confirmed and Accepted as of the date first above written: ING Financial Markets LLC X.X. Xxxxxx Securities UNDERWRITING AGREEMENT ---------------------- _______ __LLC Barclays Capital Inc. Xxxxxxx Sachs & Co. LLC Xxxxxx Xxxxxxx & Co. LLC SMBC Nikko Securities America, 1997 Inc. Standard Chartered Bank AG Acting severally on behalf of themselves and as Representatives of the other Underwriters named in Schedule 1 hereto. ING FINANCIAL MARKETS LLC By: /s/ Cefas van den Tol Name: Cefas van den Tol Title: Managing Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, LLC By: /s/ Xxxx X. Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Name: Xxxx X. Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and GentlemenTitle: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as Managing Director [Signature Page to the titleUnderwriting Agreement] XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director SMBC NIKKO SECURITIES AMERICA, specific number INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director STANDARD CHARTERED BANK AG By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director Schedule 1 Underwriters Underwriter Principal Amount of shares3.875% Securities Principal Amount of 4.250% Securities ING Financial Markets LLC $ 150,000,000 $ 150,000,000 X.X. Xxxxxx Securities LLC $ 150,000,000 $ 150,000,000 Barclays Capital Inc. $ 120,000,000 $ 120,000,000 Xxxxxxx Sachs & Co. LLC $ 120,000,000 $ 120,000,000 Xxxxxx Xxxxxxx & Co. LLC $ 120,000,000 $ 120,000,000 SMBC Nikko Securities America, rankInc. $ 120,000,000 $ 120,000,000 Standard Chartered Bank AG $ 120,000,000 $ 120,000,000 DBS Bank Ltd. $ 25,000,000 $ 25,000,000 Lloyds Bank Corporate Markets Wertpapierhandelsbank GmbH $ 25,000,000 $ 25,000,000 Mizuho Securities USA LLC $ 25,000,000 $ 25,000,000 Scotia Capital (USA) Inc. $ 25,000,000 $ 25,000,000 Total $ 1,000,000,000 $ 1,000,000,000 Schedule 2 Issuer Free Writing Prospectus Final Term Sheets dated September 7, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and 2021 containing the final terms of the related Underlying Securities (as defined below)) and any other variable terms substantially as set forth in Schedule 3 hereto Schedule 3 Final Term Sheets ING GROEP N.V. Filed pursuant to Rule 433(d) Registration Statement File No. 333-248407 Dated September 7, 2021 Filed pursuant to Rule 433(d) Dated September 7, 2021 Registration Statement No. 333-248407 Free Writing Prospectus (To Preliminary Prospectus Supplement dated September 7, 2021 and Prospectus dated September 4, 2020) ING Groep N.V. US$1,000,000,000 3.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities Pricing Term Sheet Issuer: ING Groep N.V. (“ING”) Securities: Perpetual Additional Tier 1 Contingent Convertible Capital Securities (the “Securities”) Principal Amount: U.S.$1,000,000,000 Status: Direct, unsecured and subordinated obligations, ranking pari passu without any preference among themselves and with all Parity Instruments of the Issuer, subordinated to Senior Instruments of the Issuer. Waiver of set-off Applicable Legal Format: SEC Registered Trade Date: September 7, 2021 Expected Settlement Date: September 14, 2021 (T+5) Maturity Date: Perpetual, with no fixed maturity or fixed redemption date. Issue Price: 100.000% Underwriting Commission: 0.650% All-in Price: 99.350% Net Proceeds (before Issuer expenses): U.S.$993,500,000 Interest Payment Dates: Semi-annually in arrear on May 16 and November 16 of each year, commencing on November 16, 2021 (short first interest period), subject to cancellation or deemed cancellation and applicable restrictions on interest payments as described in the preliminary prospectus supplement dated September 7, 2021 (the “Preliminary Prospectus Supplement”), supplementing the prospectus dated September 4, 2020. Reset Dates: November 16, 2027 (the “First Reset Date”) and each five-year anniversary thereof. Initial Interest Period Initial Fixed Rate: 3.875%, from and including September 14, 2021 to, but excluding, the First Reset Date. Benchmark Treasury: 0.75% UST due August 31, 2026 Benchmark Treasury Price / Yield: 99-203⁄4 / 0.822% Benchmark Treasury: 1.125% UST due August 31, 2028 Benchmark Treasury Price / Yield: 99-29 / 1.139% Interpolated Treasury Yield: 1.014% Spread to Benchmark Treasury: UST + 286.2 bps Interest Periods Following any Reset Date Interest Rate Following any Reset Date: The rate of interest will be reset on each Reset Date to the rate per annum equal to the sum of the applicable amendment U.S. Treasury Rate (as defined in the Preliminary Prospectus Supplement) on the relevant Reset Determination Date (as defined in the Preliminary Prospectus Supplement) plus 2.862%, from and including the relevant Reset Date to (but excluding) the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenturenext following Reset Date.

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company, the Bank and Debt the Selling Shareholder in accordance with its terms. Very truly yours, PEOPLES BANCORP OF NORTH CAROLINA, INC. By: Name: Xxxx X. Xxxxx Title: President and Chief Executive Officer PEOPLES BANK By: Name: Xxxx X. Xxxxx Title: President and Chief Executive Officer UNITED STATES DEPARTMENT OF THE TREASURY, as Selling Shareholder By: Name: Xxxxxxx X. Xxxxxx Title: Assistant Secretary for Financial Stability CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED SANDLER X'XXXXX & PARTNERS, L.P. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory By: SANDLER X'XXXXX & PARTNERS, L.P. By: Sandler X'Xxxxx & Partners Corp., the sole general partner By: Name: Title: For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The purchase price per share for the Securities UNDERWRITING AGREEMENT ---------------------- _______ __to be paid by the several Underwriters shall be $919.3596001, 1997 XXXXXXX XXXXX & CObeing an amount equal to the initial public offering price set forth in Schedule B less $14.00039994 per share. Name of Underwriter Number of Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx 11,588 Sandler X’Xxxxx & Partners, L.P. 11,588 Great Pacific Fixed Income Securities, Inc. 626 Loop Capital Markets LLC 626 Xxxxxx Xxx XxxxX. Xxxxxxx & Company, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Inc. 626 Total 25,054 Sch A SCHEDULE B

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company, the Bank and the Selling Shareholder in accordance with its terms. Very truly yours, FIRST NATIONAL CORPORATION (a Maryland corporation) Common StockBy: Name: Title: FIRST BANK By: Name: Title: UNITED STATES DEPARTMENT OF THE TREASURY, as Selling Shareholder By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED SANDLER X’XXXXX & PARTNERS, L.P. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory By: SANDLER X’XXXXX & PARTNERS, L.P. By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The purchase price per share for the Series A Preferred Stock and Debt to be paid by the several Underwriters shall be $—, being an amount equal to the initial public offering price set forth in Schedule B less $— per share. The purchase price per share for the Series B Preferred Stock to be paid by the several Underwriters shall be $—, being an amount equal to the initial public offering price set forth in Schedule B less $— per share. Name of Underwriter Number of Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CO. Series A Series B Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxSandler X’Xxxxx & Partners, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.L.P. Total 13,900 695 SCHEDULE B

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Transaction Entities and the Manger a Maryland corporationcounterpart hereof, whereupon this instrument, along with all counterparts, will become a valid and legally binding agreement among the Underwriters, the Transaction Entities and the Manager in accordance with its terms. Very truly yours, SAFETY, INCOME AND GROWTH, INC. By: Name: Title: SAFETY INCOME AND GROWTH OPERATING PARTNERSHIP LP By: Safety, Income and Growth, Inc., as General Partner By Name: Title: SFTY MANAGER LLC By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory X.X. XXXXXX SECURITIES LLC By: Authorized Signatory BARCLAYS CAPITAL INC. By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A 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) Common Stock, Preferred Stock for distributions declared by the Company and Debt payable on the Initial Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CObut not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated [·] X.X. Xxxxxx Securities LLC [·] Barclays Capital Inc. [·] Citigroup Global Markets Inc. [·] Xxxxxxx Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx& Associates, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Inc. [·] Mizuho Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.USA LLC [·] [·] [·] [·] [·] [·] [·] [·] [·] Total [·] SCHEDULE B-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to MLPF&S a Maryland corporation) Common Stockcounterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and the Adviser in accordance with its terms. Very truly yours, THE GABELLI GLOBAL SMALL AND MID CAP VALUE TRUST By: Name: Title: GABELLI FUNDS, LLC By: Name: Title: CONFIRMED AND ACCEPTED, As of the date first above written: By: XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED By: Name: Title: For themselves and as Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A The Gabelli Global Small and Mid Cap Value Trust 5.450% Series A Cumulative Preferred Stock and Debt Securities UNDERWRITING AGREEMENT ---------------------- _______ __Shares Name of Underwriter Number of Shares Xxxxxxx Xxxxx, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, PierceXxxxxx, Xxxxxx & Xxxxx Incorporated 1,150,000 G.research, Inc. 50,000 1,200,000 SCHEDULE B The purchase price to be paid by the Underwriters for the Shares shall be $24.2125 per share. SCHEDULE C Number of Securities: 1,200,000 Dividend Rate (cumulative from May 10, 2016): 5.450% Settlement Date: May 10, 2016 Underwriting Discount per share: $0.7875 Optional Redemption Date: On or after May 10, 2021 Net Proceeds: $29,055,000 SCHEDULE D Rule 482 Statement Rule 482 ad filed under Rule 497 on May 5, 2016. SCHEDULE E Opinion of Skadden, Arps, Slate Xxxxxxx & Xxxx LLP SCHEDULE F-1 Opinion of Skadden, Arps, Slate Xxxxxxx & Xxxx LLP SCHEDULE F-2 Opinion of Internal Counsel to the Adviser SCHEDULE G THE GABELLI GLOBAL SMALL AND MID CAP VALUE TRUST TREASURER’S CERTIFICATE May 5, 2016 I, Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx, Xxx Xxxx 00000-0000 Ladies Treasurer of The Gabelli Global Small and Gentlemen: Beacon Properties Corporation, a Maryland corporation Mid Cap Value Trust Trust (the "Company"“Fund”) proposes do hereby certify that I am the Treasurer and principal financial officer of the Fund. In that capacity, I have reviewed the Fund’s registration statement dated March 24, 2016 (the “Registration Statement”) and the preliminary prospectus dated May 5, 2016 (the “Preliminary Prospectus”), each relating to issue and sell up to the offering of 1,200,000 of the Fund’s Series A Cumulative Preferred Shares, liquidation preference $600,000,000 aggregate initial public offering price of its shares of common stock25.00 per share, par value $.01 0.001 per share (the "Common Stock") “Offering”). Based upon a review of the Fund’s financial records, schedules and analyses undertaken by myself or shares by members of preferred stockmy staff who are responsible for the Fund’s financial and accounting matters, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as I do hereby certify to the titleUnderwriters, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles best of Incorporation of the Company (eachmy information, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indentureknowledge and belief, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.that:

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company and the Selling Shareholder a Maryland corporation) Common Stockcounterpart hereof, Preferred Stock whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and Debt the Selling Shareholder in accordance with its terms. Very truly yours, CONVEY HOLDING PARENT, INC. By /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer & Executive Vice President TPG CANNES AGGREGATION, L.P. By: TPG GenPar VIII, L.P., its general partner By: TPG GenPar VIII Advisors, LLC, its general partner By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as of the date first above written: BofA Securities, Inc. Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities UNDERWRITING AGREEMENT ---------------------- _______ __LLC By: BOFA SECURITIES, 1997 INC. By /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director By: XXXXXXX XXXXX SACHS & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx LLC By /s/ Xxx Cocks Authorized Signatory By: X.X. XXXXXX SECURITIES LLC By /s/ Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies Xxxxxxxxx Authorized Signatory For themselves and Gentlemen: Beacon Properties Corporation, a Maryland corporation (as Representatives of the "Company") proposes to issue and sell up to $600,000,000 aggregate other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price of its shares of common stock, par value $.01 per share (for the "Common Stock") or shares of preferred stock, par value Securities shall be $.01 14.00. The purchase price per share (for the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Securities to be determined at paid by the time of sale. The Preferred Stock will several Underwriters shall be issued in one or more series and each series of Preferred Stock may vary$13.02, as applicable, as being an amount equal to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as initial public offering price set forth above less $0.98 per share, subject to adjustment in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment"accordance with Section 2(b) relating to such series of Preferred Stock. The Debt Securities will be issued in one for dividends or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between distributions declared by the Company and __________________payable on the Initial Securities but not payable on the Option Securities. Number of Name of Underwriter Initial Securities BofA Securities, as trustee (the "Senior Trustee")Inc. 3,293,335 Xxxxxxx Sachs & Co. LLC 3,293,335 X.X. Xxxxxx Securities LLC 2,666,667 Barclays Capital Inc. 2,133,333 TPG Capital BD, or as subordinated indebtedness (the "Subordinated Debt LLC 933,333 Truist Securities") under an indenture, dated as Inc. 666,666 Canaccord Genuity LLC 333,333 AmeriVet Securities, Inc. 6,666 Xxxxxxx Xxxxxxxx Shank & Co., LLC 6,666 Total 13,333,334 Sch A SCHEDULE B Number of ______________ (the "Subordinated Indenture"Initial Maximum Number of Option Securities to be Sold Securities to Be Sold Convey Holding Parent, and collectively with the Senior IndentureInc. 11,666,667 — TPG Cannes Aggregation, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.L.P. 1,666,667 2,000,000 Total 13,333,334 15,333,334 Sch B SCHEDULE C-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION (our agreement, please sign and return to the Company and the Selling Stockholder a Maryland corporationcounterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Stockholder in accordance with its terms. Very truly yours, LENDINGTREE, INC. By /s/ Xxxxxxx Xxxxx Title: Chairman and Chief Executive Officer SELLING STOCKHOLDER By /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED RBC CAPITAL MARKETS, LLC SUNTRUST XXXXXXXX XXXXXXXX, INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxx Xxxxx Title: Managing Director, Global Co-Head of Internet By: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxxxx Xxxxxx Title: Managing Director, Head of TMT Equity Capital Markets By: SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ Xxxx X.X. Xxxxxxxx, XX Title: Managing Director For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $115.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $108.10, being an amount equal to the initial public offering price set forth above less $6.90 per share, subject to adjustment in accordance with Section 2(b) Common Stock, Preferred Stock for dividends or distributions declared by the Company and Debt payable on the Initial Securities UNDERWRITING AGREEMENT ---------------------- _______ __, 1997 XXXXXXX XXXXX & CObut not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx297,500 RBC Capital Markets, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties CorporationLLC 168,428 SunTrust Xxxxxxxx Xxxxxxxx, a Maryland corporation (the "Inc. 121,214 Guggenheim Securities, LLC 77,142 Xxxxxxx & Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price , LLC 92,858 Xxxxxxxx Inc. 92,858 Total 850,000 SCHEDULE B Number of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms Initial Securities to be determined at the time Sold Maximum Number of saleOption Securities to Be Sold LENDINGTREE, INC. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.725,000 127,500 XXXXXXX XXXXX 125,000 N/A Total 850,000 127,500 SCHEDULE C-1 Pricing Terms

Effect of Headings. 32 Draft The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of 6/9/97 BEACON PROPERTIES CORPORATION our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company in accordance with its terms. Very truly yours, Xxxxxxxx-Van Heusen Corporation By /s/ XXXX X. XXXXXXX Name: Xxxx X. Xxxxxxx Title: Senior Vice President CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC. CREDIT SUISSE SECURITIES (a Maryland corporationUSA) Common StockLLC By: XXXXXXX LYNCH, Preferred Stock PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXX XXXXXX - XXXX Name: Xxx Xxxxxx - Xxxx Title: Managing Director By: BARCLAYS CAPITAL INC. By /s/ XXXXXXX X. XXXXXXXX Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director For themselves and Debt as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities UNDERWRITING AGREEMENT ---------------------- _______ __shall be $66.50. The purchase price per share for the Securities to be paid by the several Underwriters shall be $63.6738, 1997 XXXXXXX XXXXX & CObeing an amount equal to the initial public offering price set forth above less $2.8262 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. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,368,185 Barclays Capital Inc. 968,185 Deutsche Bank Securities Inc. 968,185 Credit Suisse Securities (USA) LLC 968,185 RBC Capital Markets Corporation 250,000 BBVA Securities Inc. 68,180 Credit Agricole Securities (USA) Inc. 68,180 Fortis Bank (Nederland) N.V. 68,180 HSBC Securities (USA) Inc. 68,180 X.X. Xxxxxx Securities Inc. 68,180 Scotia Capital (USA), Inc. 68,180 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 68,180 Total 5,000,000 Sch A-1 SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold Xxxxxxxx-Van Heusen Corporation 5,000,000 750,000 Total 5,000,000 750,000 Sch B - 1 SCHEDULE C Issuer Free Writing Prospectuses None. Sch C - 1 SCHEDULE D List of Persons Delivering the Lock-Up Agreement contained in Exhibit D Xxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxx Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxx Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.Xxxxxx