Common use of Introductory Clause in Contracts

Introductory. Dynavax Technologies Corporation, a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies Corporation, a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Company, L.L.C. are LLC, a limited liability company organized in Puerto Rico, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Finance LLC, a Delaware limited liability company (each, an “Issuer” and together, the “Issuers”), propose to issue and sell to Banc of America Securities LLC (“BAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuers’ 7 3/4% Senior Notes due 2018 (the “Notes”). BAS has agreed to act as the representatives representative of the several Underwriters Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). The Securities will be issued pursuant to the indenture, dated as of August 20, 2010 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to one or more riders to the letter of representations, dated August 16, 2010 (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary. The Issuers have previously issued $750,000,000 aggregate principal amount of 7 3/4% Senior Notes due 2018 (the “Existing Notes”) under the Indenture. The Notes constitute “Additional Notes” (as such term is defined in the Indenture) under the Indenture. Except as otherwise noted in the Pricing Disclosure Package (as defined below) and the Final Offering Memorandum (as defined below), the Notes will have terms identical to the Existing Notes and will be treated as a single series of debt securities for all purposes under the Indenture. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of September 29, 2010 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Securities (the “Exchange Securities”) to be offered in exchange for the Securities (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Securities, and in each case, to use their best efforts to cause such capacity registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are hereinafter only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will initially be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ plc (“Parent”) and the other entities listed on Schedule B hereof as “Guarantors” (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “RepresentativesSecurities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect The Issuers understand that the Initial Purchasers propose to make an offering of the Stock has been filed Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 19331933 (as amended, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) has been received by or Regulation S under the Company Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated September 24, 2010 (the prospectus filed “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated September 24, 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as part of such registration statement in the form in which it has most recently been filed with “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Commission on or prior Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date of this Agreement, is hereinafter called hereof (the “Base ProspectusFinal Offering Memorandum”).) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies Corporation▇▇▇▇▇▇▇ Enterprises, Inc., a Delaware Louisiana corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to issue and sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇▇▇ and CompanyLynch, LLC Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“Cowen▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule B (the “Initial Purchasers”), Evercore Group L.L.C. acting severally and not jointly, the respective amounts set forth in such Schedule B of $200,000,000 aggregate principal amount of the Company’s 6.50% Senior Notes due 2019 (the “EvercoreNotes”) and ). ▇▇▇▇▇▇▇ ▇▇▇▇▇ & has agreed to act as the representative of the Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of April 18, 2011, (the “Indenture”), among the Company, L.L.C. are acting the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the representatives “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The holders of the several Underwriters Notes will be entitled to the benefits of a registration rights agreement, to be dated as of April 18, 2011 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such capacity registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are hereinafter only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). Each of the Guarantors as of the date of this Agreement is listed in Schedule A attached hereto. The Notes and the Guarantees attached thereto are herein collectively referred to as the “RepresentativesSecurities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” A registration statement” on Form S-3The proceeds from the offering of the Notes, together with cash from the Company’s balance sheet, will be used for the repurchase of the Company’s $200.0 million 6.25% senior notes due 2013 pursuant to a tender offer and consent solicitation and to pay related tender premiums, accrued interest, fees and expenses and/or to redeem any such notes not tendered (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees and the Refinancing Transactions as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively, as amended (File No. 333-219781) in respect the “Transactions.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Stock has been filed Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale” and shall be deemed to be 4:27 p.m. (Eastern time) on the date hereof). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 19331933 (as amended, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has been received prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated April 4, 2011 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated April 4, 2011 (the “Pricing Supplement”), as set forth on Schedule C hereto, describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the prospectus “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as part amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of such registration statement in the form in which it has most recently been filed with the Commission on or promulgated thereunder) prior to the date Time of this Agreement, is hereinafter called Sale and incorporated by reference in the “Base Prospectus”.Pricing Disclosure Package (including the Preliminary Offering Memorandum) Such registration statement, including all exhibits thereto, but excluding Form T-1or the Final Offering Memorandum (as the case may be), and including any prospectus supplement relating all references herein to the Stock that is terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyInitial Purchasers as follows:

Introductory. Dynavax Technologies CorporationPacifiCorp, a Delaware an Oregon corporation (the “Company”), proposes to sellproposes, pursuant subject to the terms of this Agreementand conditions stated herein, to issue and sell to the several underwriters named listed in Schedule A hereto (the “Underwriters,” or”) U.S. $1,200,000,000 principal amount of its First Mortgage Bonds, each, an 5.500% Series due 2054 (the “UnderwriterOffered Securities”), an aggregate in each case to be issued under that certain Mortgage and Deed of 14,000,000 shares Trust, dated as of common stockJanuary 9, $0.001 par value per share 1989, with The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“CowenTrustee”), Evercore Group L.L.C. as heretofore amended and supplemented by the supplemental indentures thereto and as further amended and supplemented by a supplemental indenture dated as of May 1, 2023 (collectively, the “EvercoreMortgage”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as pursuant to the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” statement on Form S-3, as amended S-3 (File No. 333-219781249044) in respect filed on September 25, 2020, as amended to date (the “Initial Registration Statement”). The Mortgage has been qualified under the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Stock has been filed with the U.S. Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Trust Indenture Act. The U.S. Securities Act of 1933, as amended (amended, is herein referred to as the “Securities Act”) has been received by ,” and the rules and regulations of the Commission thereunder are herein referred to as the “Rules and Regulations.” The Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed hereby agrees with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyseveral Underwriters as follows:

Introductory. Dynavax Technologies Gladstone Commercial Corporation, a Delaware Maryland corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), ) an aggregate of 14,000,000 4,000,000 shares (the “Shares”) of common stockits 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Preferred Stock”). The Company also proposes to sell to is the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares indirect general partner of Common Stock Gladstone Commercial Limited Partnership (the “Optional StockOperating Partnership”). The Firm Stock and the Optional Stock are hereinafter collectively referred to , a Delaware limited partnership that serves as the “Stock”Company’s primary operating partnership subsidiary. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and & Company, LLC Incorporated (“CowenStifel”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CompanyCo. LLC and ▇. ▇▇▇▇▇ Securities, L.L.C. are acting Inc. have agreed to act as the representatives of the several Underwriters and (in such capacity are hereinafter referred to as capacity, the “Representatives.”) in connection with the offering and sale of the Shares. To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representatives” A registration statement” on Form S-3as used herein shall mean you, as amended (File NoUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. 333-219781) in respect of the Stock The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three a shelf registration statement on Form S-3, File No. 333-236143, including a base prospectus (3the “Base Prospectus”) years prior to be used in connection with the date hereof; such public offering and sale of the Shares. Such registration statement, as amended, including the financial statements, exhibits and any post-effective amendment schedules thereto, in the form in which it became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received ), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated June 21, 2021 describing the Shares and the offering thereof (the prospectus filed as part of such registration statement in the form in which it has most recently been filed “Preliminary Prospectus Supplement”), together with the Commission on or Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Base Prospectus in preliminary form that describes the Shares and the offering thereof and is used prior to the date filing of this Agreementthe Prospectus (as defined below), together with the Base Prospectus, is hereinafter called a “preliminary prospectus.” As used herein, the term “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any ” shall mean the final prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelythe

Introductory. Dynavax Technologies CorporationAirgas, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an acting severally and not jointly, the respective amounts set forth in such Schedule A of $250,000,000 aggregate principal amount of 14,000,000 shares of common stock, $0.001 par value per share the Company’s 2.950% Notes due 2016 (the “Common Stock”) of the Company (the “Firm StockSecurities”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇▇▇, ▇▇▇▇▇ and Company& Co., LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company▇▇▇▇▇ Incorporated and ▇▇▇▇▇ Fargo Securities, L.L.C. are acting LLC have agreed to act as the representatives of the several Underwriters and (in such capacity are hereinafter referred to as capacity, the “Representatives.” A registration statement” on Form S-3”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to an indenture, dated as of May 27, 2010 (the “Base Indenture”), between the Company and U.S. Bank National Association, as amended trustee (File Nothe “Trustee”). 333-219781) in respect Certain terms of the Stock Securities will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The Securities will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Blanket Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), between the Company and the Depositary. The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such a registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commissionon Form S-3 (File No. 333-167140), and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations which contains a base prospectus (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement), including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed be used in connection with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelypublic offering and

Introductory. Dynavax Technologies CorporationiStar Inc., a Delaware Maryland corporation (the “Company”), proposes to sell, pursuant to confirms its agreement with J.▇. ▇▇▇▇▇▇ Securities LLC (“JPM”) and the terms of this Agreement, to the other several underwriters named in Schedule A hereto (collectively, the “Underwriters,” or, each, an “Underwriter”), an with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $550,000,000 aggregate principal amount of 14,000,000 shares of common stock, $0.001 par value per share the Company’s 4.250% Senior Notes due 2025 (the “Common StockSecurities”). JPM has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to an Indenture, dated as of February 5, 2001, between the Company and U.S. Bank National Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Thirty-fourth Supplemental Indenture, to be dated as of December 16, 2019, between the Company and the Trustee relating to the Securities (such supplemental indenture, the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Firm StockDepositary”). The Company also proposes ) pursuant to sell a letter of representations, to be dated on or before the Underwriters, upon the terms and conditions set forth Closing Date (as defined in Section 3 2 hereof), up to an additional 2,100,000 shares of Common Stock (among the “Optional Stock”). The Firm Stock Company, the Trustee and the Optional Stock Depositary. This Agreement, the Securities and the Indenture are hereinafter collectively referred to herein as the “StockTransaction Documents.”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies PHH Corporation, a Delaware Maryland corporation (the “"Company”"), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “"Commission”) not earlier than three "), and the Commission declared effective on November 3, 2000, a registration statement on Form S-3 (3) years prior Registration No. 333-46434, hereinafter called the "Registration Statement"), covering up to U.S. $3,000,000,000 aggregate principal amount of the Company's debt securities (the "Securities"). Any reference herein to the date hereof; such registration statementterm "Registration Statement" shall be deemed to refer, unless the context otherwise indicates, to the Registration Statement, including the form of final prospectus, financial statements and other documents included or incorporated by reference therein and all exhibits included therein, as from time to time amended, and any post-effective amendment theretothe term "Prospectus" shall be deemed to refer collectively, became effective on filing and/or has been declared effective by unless the context otherwise indicates, to the final prospectus in the form filed with the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2424(b) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 19331933 (the "Act") and each prospectus as supplemented mailed to the Commission pursuant to Rule 424(c) under the Act, including documents incorporated by reference therein, as from time to time amended or supplemented (exclusive of any supplements relating solely to Securities that are not Offered Securities as hereinafter defined). The Securities will be issued under one or more indentures (the “"Indentures") identified and described in the Registration Statement between the Company and one or more commercial banks, as trustees (the "Trustees"). One class of Securities Act”that the Company is authorized to issue under the Indentures is Medium-Term Notes (the "Offered Securities"). Without limitation on the Company's right to sell all other classes of Securities through underwriters (which may include any or all of you) has been received or dealers, or directly to one or more institutional investors, or through agents (which may include any or all of you), and without limitation on the Company's right to sell Offered Securities through other agents as provided in Section 3(a) hereof, the Company confirms its agreement with you with respect to the issue and sale by the Company of up to U.S. $3,000,000,000 (or the prospectus filed as part of such registration statement equivalent in the form in which it has most recently been filed with the Commission on foreign currency or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.currency units) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B principal amount of the Rules and Regulations Offered Securities issued under the Indentures, subject to be part reduction as a result of such registration statement, are hereinafter collectivelythe concurrent sale of other Securities of the Company.

Introductory. Dynavax Technologies CorporationThe Bank is in the process of converting from a federally chartered savings bank in the mutual form to a federally chartered savings bank in stock form in accordance with the provisions of the Home Owners' Loan Act, a Delaware corporation as amended (the “Company”"HOLA"), proposes and the rules and regulations of the Office of Thrift Supervision ("OTS") which have been or which may be promulgated thereunder by the OTS, such statute, rules and regulations being collectively referred to sell, pursuant as the "Conversion Regulations." An Application for Approval of Conversion has been filed with the OTS (the "Conversion Application") and all amendments required to the terms date hereof have also been filed. The Conversion Application includes, among other things, the Bank's plan of this Agreementconversion (the "Plan") and the Bank's proxy statement for the Special Meeting of Members, to be held on September __, 1998 ("Proxy Statement"). Prior to the several underwriters named in Schedule A hereto date hereof, the Plan has been approved by the Board of Directors (hereinafter referred to as "Directors") of the Bank and by the OTS. Pursuant to the Plan, the Bank will convert from a federally chartered mutual savings bank to a federally chartered stock savings bank; the Company has filed an application (the “Underwriters,” or"Holding Company Application") with the OTS to become a registered savings and loan holding company under HOLA; all the issued and outstanding stock of the Bank will be sold to the Company, eachand the Company will issue and sell its Common Stock (as defined below) in a Subscription Offering and, an “Underwriter”)if necessary, an aggregate in a Community Offering or Public Offering, including a syndicated public offering, all of 14,000,000 which are described below and in the Plan. Collectively, these transactions are referred to herein as the "Conversion." Collectively, the Subscription Offering, the Community Offering, and the Public Offering, including a syndicated public offering, are herein referred to as the "Offerings"; and the term "Offering" shall mean any of the Offerings individually. In the Offerings, the Company is offering between 352,750 and 477,250 shares, with the possibility of offering up to 548,838 shares without a resolicitation of subscribers, as contemplated by Title 12 of the Code of Federal Regulations, Part 563b. Upon consummation of the Conversion, the Company will have authorized capital of 6,000,000 shares of capital stock, of which 5,000,000 shares shall be common stock, $0.001 0.10 par value per share (the “"Common Stock”") and 1,000,000 shares shall be preferred stock of the Company (the “Firm Stock”)$0.10 par value. The Company also proposes to sell to Company, in accordance with the UnderwritersPlan, upon the terms and conditions set forth is offering, in Section 3 hereof, up to an additional 2,100,000 shares a subscription offering by way of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. nontransferable subscription ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CompanyCo., L.L.C. are acting as the representatives Inc. August __, 1998 Page 2 rights, shares of Common Stock, in order of priority, to depositors of the several Underwriters and in such capacity are hereinafter referred to Bank with account balances of $50.00 or more as of December 31, 1996 ("Eligible Account Holders"), the “Representatives.” A registration statement” on Form S-3Bank's Employee Stock Ownership Plan, as amended a tax qualified employee benefit plan (File No. 333-219781) in respect the "ESOP"), depositors of the Bank with account balances of $50.00 or more as of June 30, 1998 ("Supplemental Eligible Account Holders"), and depositors other than Eligible Account Holders and Supplemental Eligible Account Holders as of the Voting Record Date and borrowers of the Bank with loans outstanding as of December 2, 1996 and continued outstanding as of the Voting Record Date ("Other Members"). Any remaining shares not subscribed for in the Subscription Offering may be offered by the Company for sale in a community offering to the general public, with preference given to natural persons who reside in Burlington County, New Jersey or to selected persons in a best efforts Public Offering through ▇▇▇▇, ▇▇▇▇ ("Other Subscribers"). With the exception of the ESOP, which intends to purchase up to 8% of the total number of shares of Common Stock has been filed issued in the Conversion, no individual person, or persons ordering through a single account, may purchase in the Subscription Offering more than 6,000 shares of the Common Stock offered in the Conversion; no person will be permitted to purchase more than 6,000 shares of Common Stock in the Community Offering or Public Offering; and no person, together with their associates, or group of persons acting together, may purchase more than 6,000 shares of the Securities Common Stock offered in the conversion; provided, however that the maximum overall purchase limitation may be increased or decreased as a result of changes in market and Exchange Commission (the “Commission”) not earlier than three (3) years financial conditions prior to the date hereof; such registration statementcompletion of the Conversion, or to fill the order of the ESOP, and subject to OTS approval. It is acknowledged that the Company in its sole discretion may accept or reject, in whole or in part, any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection orders to purchase shares of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been Common Stock received by the Company (the prospectus filed as part of such registration statement in the form Community Offering or in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”Public Offering.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies CorporationVirgin Galactic Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto agrees with Credit Suisse Securities (the USA) LLC (“Underwriters,” or, each, an “UnderwriterCredit Suisse”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇▇ and Company, ▇▇▇▇▇▇▇ & Co. LLC (“Cowen”), Evercore Group L.L.C. (“Evercore▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CompanyCo. LLC (collectively with Credit Suisse and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, L.L.C. are acting the “Managers” and, each individually, a “Manager”) to sell from time to time to or through a Manager, as sales agent and/or principal, shares (the representatives “Shares”) of the several Underwriters Company’s common stock, $0.0001 par value (“Common Stock”), having an aggregate gross sales price not to exceed $400,000,000 on the terms set forth in this Distribution Agency Agreement. The Company agrees that whenever it determines to sell Shares directly to any Managers as principal, the Company and the applicable Managers will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such capacity are hereinafter referred sale in accordance with Section 3(k) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Distribution Agency Agreement and any applicable Terms Agreement. The Company has prepared and filed with the Commission (as the “Representatives.” A defined below) a registration statement” , on Form S-3, as amended S-3 (File No. 333-219781) in respect 272826), covering the public offering and sale of certain securities of the Stock has been filed with Company, including the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statementShares, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities 1933 Act”) has been received by ), and the Company rules and regulations promulgated thereunder (the “1933 Act Regulations”), including a related prospectus filed or prospectuses, which has become effective. The “Registration Statement,” as part of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the 1933 Act Regulations (“Rule 430B”). The “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Shares, which time shall be considered the “new effective date” of the Registration Statement with respect to the Shares within the meaning of paragraph (f)(2) of Rule 430B (“Rule 430B(f)(2)”), including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus supplement relating to the Shares in accordance with the provisions of Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). The final base prospectus, as amended in the form in which it has been filed most recently been with the Commission in accordance with Section 4(b) or 4(c) hereof, including the documents incorporated or deemed incorporated by reference therein, is referred to herein as the “Base Prospectus.” Such final prospectus supplement, as amended by the prospectus supplement filed most recently with the Commission in accordance with Section 4(b), 4(c) or 4(n) hereof, as the case may be, including the documents incorporated or deemed to be incorporated by reference therein, is referred to herein as the “Prospectus Supplement.” The Base Prospectus, as amended by the Prospectus Supplement and any other prospectus supplement(s) thereto, in the form the Base Prospectus, the Prospectus Supplement and any such prospectus supplement(s) are first furnished to the applicable Managers for use in connection with the offering and sale of Shares, are collectively referred to herein as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto shall be deemed to include the copy filed with the Commission on pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or prior to the date of any successor system) (“▇▇▇▇▇”). As used in this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively:

Introductory. Dynavax Technologies ArthroCare Corporation, a Delaware corporation (the “"Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “"Underwriters,” or, each, an “Underwriter”), ") an aggregate of 14,000,000 1,000,000 shares (the "Firm ---------- Shares") of common stockits Common Stock, par value $0.001 par value per share (the “"Common Stock”) of Shares"). In addition, the Company (the “Firm Stock”). The Company also proposes to sell has granted to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, Underwriters an option to purchase up to an additional 2,100,000 shares of 150,000 Common Stock Shares (the “Optional Stock”)"Option Shares") as provided in Section 2. The Firm Stock Shares and, if and to the Optional Stock extent such option is exercised, the Option Shares are hereinafter collectively referred to as called the “Stock”"Shares". BancBoston ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc. and Bear ▇▇▇▇▇▇▇ & CompanyCo., L.L.C. are acting Inc. have agreed to act as the representatives of the several Underwriters and (in such capacity are hereinafter referred to as capacity, the “"Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781") in respect connection with the offering and sale of the Stock Shares. The Company has been prepared and filed with the Securities and Exchange Commission (the “"Commission”") not earlier than three a registration statement on Form S-3 (3) years prior File No. 333-87187), which contains a form of prospectus to be used in connection with the date hereof; such public offering and sale of the Shares. Such registration statement, as amended, including the financial statements, exhibits and any post-effective amendment schedules thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with was declared effective by the Commission on or prior to under the date Securities Act of this Agreement1933 and the rules and regulations promulgated thereunder (collectively, is hereinafter called the “Base Prospectus”.) Such registration statement"Securities Act"), including all exhibits theretodocuments incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof ("Incorporated Documents") at the time of effectiveness pursuant to Rule 430A or Rule 434 or the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively, but excluding Form T-1the "Exchange Act"), is called the "Registration Statement". Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the "Rule 462(b) Registration Statement", and including any prospectus supplement relating to from and after the Stock that is filed with the Commission date and deemed by virtue time of Rule 430B filing of the Rules and Regulations to be part of such registration statementRule 462(b) Registration Statement the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, are hereinafter collectivelyin the form first used

Introductory. Dynavax Technologies CorporationFirst Potomac Realty Trust, a Delaware corporation Maryland real estate investment trust (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), ) an aggregate of 14,000,000 10,000,000 of its common shares (the “Firm Shares”) of common stockbeneficial interest, $0.001 par value $.001 per share (the “Common Stock”) of the Company (the “Firm StockShares”). The In addition, the Company also proposes to sell has granted to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, Underwriters an option to purchase up to an additional 2,100,000 shares of 1,500,000 Common Stock Shares (the “Optional StockOption Shares”), as provided in Section 2. The Firm Stock Shares and, if and to the Optional Stock extent such option is exercised, the Option Shares are hereinafter collectively referred to as called the “StockShares.” KeyBanc Capital Markets Inc. (“KCM”. ) ,▇▇▇▇▇ and CompanyFargo Securities, LLC (“Cowen▇▇▇▇▇ Fargo”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CompanyCo. Incorporated (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), L.L.C. are acting have agreed to act as the representatives of the several Underwriters and (in such capacity are hereinafter referred to as capacity, collectively, the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781”) in respect connection with the offering and sale of the Stock Shares. The Company is the sole general partner of First Potomac Realty Investment Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), that serves as the Company’s primary operating partnership subsidiary. The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement), and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received by the Company (the prospectus filed as part of such ), on April 16, 2007 a registration statement on Form S-3, which was subsequently amended on August 19, 2008 and August 22, 2008 (File No. 333-142147), which contains a form of prospectus to be used in the form in which it has most recently been filed connection with the Commission on or prior to public offering and sale of the date of this Agreement, is hereinafter called Shares (the “Base Prospectus”.) ). Such registration statement, including herein referred to as the “Registration Statement,” shall be deemed to include all exhibits thereto, but excluding Form T-1, information omitted therefrom in reliance upon Rules 430A or 430B under the Securities Act and including any all information incorporated by reference therein. The form of final prospectus supplement to the Base Prospectus relating to the Stock that Shares and the offering thereof filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act and first used by the Underwriters to confirm sales of the Shares is herein referred to as the “Prospectus.” The Base Prospectus, as supplemented by the preliminary prospectus (including any preliminary prospectus supplement) relating to the Shares and the offering thereof most recently filed by the Company with the Commission pursuant to Rule 424(b) and used prior to the date hereof is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein and any supplements or amendments thereto, filed with the Commission and deemed by virtue after the date of Rule 430B filing of the Rules Prospectus under Rule 424(b) under the Securities Act, and Regulations prior to be part the termination of such registration statement, are hereinafter collectivelythe offering of the Shares by the Underwriters. Each of the Company and the Operating Partnership hereby confirms its agreements with the Underwriters as follows:

Introductory. Dynavax Technologies CorporationKentucky Utilities Company, a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, pursuant to the terms of this Agreement, to and the several underwriters Underwriters named in Schedule A hereto Section 3 hereof (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share for whom you are acting as representatives (the “Common Stock”) of the Company (the “Firm StockRepresentatives”). The Company also proposes , propose, severally and not jointly, to sell to the Underwriterspurchase, upon the terms and conditions set forth in Section 3 hereofherein, up to an additional 2,100,000 shares $300,000,000 aggregate principal amount of Common Stock the Company’s First Mortgage Bonds, 4.375% Series due 2045 (the “Optional StockBonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 7 thereto relating to the Bonds, to be dated as of March 1, 2019 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock Company has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three an automatic shelf registration statement (3No. 333-223142-01) years prior to on Form S-3, including the date hereof; such related preliminary prospectus or prospectus, which registration statement, and any post-effective amendment thereto, statement became effective on upon filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to under Rule 401(g)(2462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Rules and Securities Act Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such ). Such registration statement in covers the form in which it has most recently been filed with registration of the Commission on or prior to Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is hereinafter deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called the a “Base Prospectus”preliminary prospectus.) ” Such registration statement, at any given time, including all the amendments or supplements thereto to such time, the exhibits theretoand any schedules thereto at such time, but excluding the documents incorporated by reference therein pursuant to Item 12 of Form T-1S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, and is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including any the related prospectus supplement relating and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Stock that is Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by virtue of Rule 430B of the Rules and Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such registration statementpreliminary prospectus or the Prospectus, are hereinafter collectivelyas the case may be.

Introductory. Dynavax Technologies CorporationMount Logan Capital Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stockfor whom Lucid Capital Markets, $0.001 par value per share LLC is acting as representative (the “Common StockRepresentative”) ), $[______] aggregate principal amount of the Company its [______]% Senior Notes due 2031 (the “Firm StockSecurities”), to be issued pursuant to the provisions of an Indenture, dated [______] (the “Base Indenture”) between the Company and [______], as trustee (the “Trustee”), as supplemented by a [____] Supplemental Indenture to be dated as of the Closing Date between the Company and the Trustee (the “[____] Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Company also proposes to issue and sell to the several Underwriters not more than an additional $[_____] aggregate principal amount of its [_____]% Senior Notes due 2031 (the “Optional Securities”), if and to the extent that the Representative shall have elected to exercise, on behalf of the Underwriters, upon the terms and conditions set forth right to purchase Optional Securities pursuant to the option granted to the Underwriters in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock Securities and the Optional Stock Securities are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “RepresentativesSecurities.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock The Company has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three a registration statement on Form S-1 (3) years No. [________]), which registration statement included a preliminary prospectus, relating to the Securities. Such registration statement, including any amendments thereto filed prior to the date hereof; such registration statementApplicable Time (as defined below), and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by ), and the rules and regulations thereunder. The Company (the will prepare a prospectus filed as part of such registration statement in the form in which it has most recently been filed accordance with the Commission on or prior to the date provisions of this Agreement, is hereinafter called the “Base Prospectus”.paragraph (b) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B 424 (“Rule 424(b)”) of the Rules and Regulations and shall file such prospectus with the Commission prior to 5:30 p.m. (Eastern Time) on the second SEC Business Day following the date of this Underwriting Agreement (this “Agreement”). Such prospectus, in the form first furnished to the Underwriters for use in connection with the offer and sale of Securities, is referred to herein as the “Prospectus.” Any information included in the Prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430A of the Act (“Rule 430A”) is referred to as “Rule 430A Information.” Each prospectus used in connection with the offering of Securities that omitted Rule 430A Information is herein called a “preliminary prospectus.” Except where the context otherwise requires, the registration statement on Form S-1 filed by the Company with the Commission (No. [_____]), on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, including any information contained in a Prospectus subsequently filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement, collectively, are hereinafter collectivelyherein called the “Registration Statement.” Any reference in this Agreement to the Registration Statement, the General Disclosure Package (defined below), the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Act, as of each Effective Time or the Execution Time (defined below) or the date of the Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system (or any successor system) (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the General Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, and all references in this Agreement to amendments or supplements to the Registration Statement, the General Disclosure Package or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, which is or is deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be. Any reference herein to the Registration Statement, the General Disclosure Package, the Prospectus or any Permitted Free Writing Prospectus (as defined below) shall, unless otherwise stated, be deemed to refer to and include the documents, if any, incorporated, or deemed to be incorporated, by reference therein. For purposes of this Agreement:

Introductory. Dynavax Technologies PPL Electric Utilities Corporation, a Delaware Pennsylvania corporation (the “Company”), proposes to issue and sell, pursuant to the terms of this Agreement, to and the several underwriters Underwriters named in Schedule A hereto Section 3 hereof (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share for whom you are acting as representatives (the “Common Stock”) of the Company (the “Firm StockRepresentatives”). The Company also proposes , propose, severally and not jointly, to sell to the Underwriterspurchase, upon the terms and conditions set forth in Section 3 hereofherein, up to an additional 2,100,000 shares $400,000,000 aggregate principal amount of Common Stock the Company’s First Mortgage Bonds, 3.00% Series due 2049 (the “Optional StockBonds”) to be issued under an Indenture, dated as of August 1, 2001, between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 21 thereto relating to the Bonds (the “Supplemental Indenture”), dated as of September 1, 2019 (such Indenture, as so supplemented, the “Indenture”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock Company has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three an automatic shelf registration statement (3No. 333-223142-04) years prior to on Form S-3, including the date hereof; such related preliminary prospectus or prospectus, which registration statement, and any post-effective amendment thereto, statement became effective on upon filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to under Rule 401(g)(2462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Rules and Securities Act Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such ). Such registration statement in covers the form in which it has most recently been filed with registration of the Commission on or prior to Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is hereinafter deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called the a “Base Prospectus”preliminary prospectus.) ” Such registration statement, at any given time, including all the amendments or supplements thereto to such time, the exhibits theretoand any schedules thereto at such time, but excluding the documents incorporated by reference therein pursuant to Item 12 of Form T-1S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, and is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including any the related prospectus supplement relating and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Stock that is Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by virtue of Rule 430B of the Rules and Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such registration statementpreliminary prospectus or the Prospectus, are hereinafter collectivelyas the case may be.

Introductory. Dynavax Technologies CorporationPacifiCorp, a Delaware an Oregon corporation (the “Company”), proposes to sellproposes, pursuant subject to the terms of this Agreementand conditions stated herein, to issue and sell to the several underwriters named listed in Schedule A hereto (the “Underwriters”) (i) U.S. $[ ],000,000 principal amount of its First Mortgage Bonds [ ]% Series due 20[ ] (the “20[ ] Bonds” or, each, an or the “UnderwriterOffered Securities”), an aggregate to be issued under that certain Mortgage Deed and Trust, dated as of 14,000,000 shares January 9, 1989, with The Bank of common stockNew York Mellon Trust Company, $0.001 par value per share N.A., as successor trustee (the “Common StockTrustee”), as heretofore amended and supplemented by the supplemental indentures thereto and as further amended and supplemented by a supplemental indenture to be dated [], 20[ ] (collectively, the “Mortgage”) of pursuant to the Company registration statement on Form S-3 (File No. 333-[ ]) filed on December 3, 2010, as amended to date (the “Firm StockInitial Registration Statement”). The Company also proposes to sell to Mortgage has been qualified under the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares Trust Indenture Act of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-31939, as amended (File No. 333-219781) in respect the “Trust Indenture Act”), and the rules and regulations of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Trust Indenture Act. The United States Securities Act of 1933, as amended (amended, is herein referred to as the “Securities Act”) has been received by ,” and the rules and regulations of the Commission thereunder are herein referred to as the “Rules and Regulations.” The Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed hereby agrees with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyseveral Underwriters as follows:

Introductory. Dynavax Technologies Terex Corporation, a Delaware corporation (the “"Company”"), proposes to sellproposes, pursuant subject to the terms of this Agreementand conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters,” or"Purchasers") U.S.$150,000,000 principal amount of its 8-7/8% Senior Subordinated Notes due 2008 ("Notes") to be issued under an indenture, eachto be dated as of March 31, an “Underwriter”1998 (the "Indenture"), an aggregate between the Company, the guarantors named therein and United States Trust Company of 14,000,000 shares New York, as Trustee, which Notes will be unconditionally guaranteed by Koehring Cranes, Inc., M&M Enterprises of common stockBaraga, $0.001 par value per share Inc., Payhauler Corp., PPM Cranes, Inc., Terex Aerials, Inc., Terex Baraga Products, Inc., Terex Cranes, Inc., Terex Mining Equipment, Inc., Terex-RO Corporation, and Terex-Telelect, Inc. (the “Common Stock”"Guarantors," and together with the Company, the "Issuers"). For purposes of this agreement, (i) the term "Offered Securities" means the Notes, together with the guarantees (the "Guarantees") thereof by the Guarantors and (ii) references to "Subsidiaries" or "subsidiaries" of the Company (the “Firm Stock”)shall include O&K Mining GmbH and its subsidiaries. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares United States Securities Act of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively 1933 is herein referred to as the “Stock”. "Securities Act." Pursuant to the agreement dated as of December 18, 1997 (the "Acquisition Agreement"), by and among Terex Mining Equipment Inc. and O&K ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Aktiengesellshaft ("▇▇▇▇▇▇▇▇▇ & Company▇▇▇▇▇▇"), L.L.C. are acting as among other things, (i) the representatives Company will indirectly acquire all of the several Underwriters outstanding stock of O&K Mining GmbH ("O&K Mining") and in such capacity (ii) O&K Mining will become a wholly owned indirect subsidiary of the Company (the above transactions are hereinafter herein referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No"Acquisition"). 333-219781) in respect The net proceeds of the Stock has been filed offering of the Notes will be used, together with a portion of the borrowings under the New Credit Facility (as defined below), to finance the Acquisition. At or prior to the issuance and sale of the Notes, the Issuers intend to complete a refinancing plan (the "Refinancing Plan"). The principal elements of the Refinancing Plan are: (i) the issuance and sale of the Notes; (ii) the offer to purchase any and all of the outstanding 13 1/4% Senior Secured Notes due May 15, 2002 (the "Existing Notes") and the solicitation of consents from holders of such Existing Notes (together with offer to purchase the Existing Notes, the "Offer") pursuant to an Offer to Purchase and Consent Solicitation dated February 2, 1998 (the "Offer to Purchase"); (iii) entering into a new secured global credit facility consisting of up to approximately an aggregate of $375 million of term loan facilities and up to approximately an aggregate of $125 million of revolving credit facilities (the "New Credit Facility") with the agents and lenders named therein; and (iv) the repayment in full of indebtedness under the Company's existing domestic and certain of its foreign secured revolving credit facilities (the "Existing Credit Facilities") and the termination of such facilities. Holders (including subsequent transferees) of the Notes will have the registration rights set forth in the Registration Rights Agreement (the "Registration Rights Agreement"), to be dated the Closing Date (as hereinafter defined), in substantially the form of Exhibit A hereto. Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “"Commission”") not earlier than three under the circumstances set forth therein, (3i) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such a registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “"Exchange Offer Registration Statement") registering an issue of senior subordinated notes identical in all material respects to the Notes (the "Exchange Notes") to be offered in exchange for the Notes (the "Exchange Offer") and (ii) under the circumstances set forth therein, a registration statement pursuant to Rule 415 under the Securities Act”) has been received by Act (the "Shelf Registration Statement"). This Agreement, the Indenture, the Offered Securities, the Registration Rights Agreement, the Acquisition Agreement, the Offer to Purchase and the supplemental indenture entered into in connection therewith (the "Supplemental Indenture"), the New Credit Facility and the agreements creating security interests in the assets of the Company for the benefit of the holders of indebtedness arising under the New Credit Facility (the prospectus filed as part of such registration statement in the form in which it has most recently been filed together with the Commission on or prior New Credit Facility, the "Bank Agreement") are sometimes referred to the date of in this Agreement, is hereinafter called individually, as a "Transaction Document" and, collectively, as the “Base Prospectus”"Transaction Documents," and the Acquisition, the Offer, the execution and delivery of the Bank Agreements, the repayment and termination of the Existing Credit Facilities, the execution and delivery of the Indenture and the issuance and sale of the Offered Securities are sometimes referred to herein, individually, as a "Transaction" and collectively, as the "Transactions.) Such registration statement" Each of the Issuers, including all exhibits theretojointly and severally, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed hereby agrees with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyseveral Purchasers as follows:

Introductory. Dynavax Technologies CorporationStolt Offshore S.A., a Delaware corporation societe anonyme holding organized under the ▇▇▇▇ of Luxembourg (the “"Company”"), proposes to issue and sell, pursuant to the terms of this Agreementand Stolt Offshore Investing Ltd., to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, a Bermuda corporation and an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) indirect wholly owned subsidiary of the Company (the “Firm Stock”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”)and Stolt-Nielsen Transportation Group Ltd., Evercore Group L.L.C. (“Evercore”) a Liberian corporation and ▇▇ ▇▇▇▇▇▇ ▇▇▇ed subsidiary of Stolt-Nielsen S.A. (the "Selling Shareholders") propose to sell, su▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters ▇▇ ▇▇▇ terms and conditions stated herein and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3Underwriting Agreement, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission dated _________ __, ____ (the “Commission”) not earlier than three (3) years prior "Underwriting Agreement"), between the Company on the one hand and __________________, on the other hand, to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission Underwriters named in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations Schedule I hereto (the “Rules and Regulations”"Underwriters") promulgated under the Securities Act number of 1933common shares, as amended (the “Securities Act”) has been received by par value $2.00 per share, of the Company (the prospectus filed as "Common Shares") specified in Schedule II hereto. Except to the extent explicitly provided otherwise herein, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Terms Agreement to the same extent as if such registration statement provisions had been set forth in full herein; and each of the form in which it has most recently representations and warranties set forth therein shall be deemed to have been filed with the Commission on or prior to made at and as of the date of this Terms Agreement, is hereinafter called except that, if this Terms Agreement and the “Base Prospectus”.Underwriting Agreement are dated different dates, each representation and warranty with respect to the Prospectus in Section 2 and Section 2A of the Underwriting Agreement shall be deemed to be a representation and warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended or supplemented relating to the Stock that is filed with Common Shares which are the Commission subject of this Terms Agreement. Each reference to the Representatives herein and deemed by virtue of Rule 430B in the provisions of the Rules Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of Common Shares are set forth in Schedule II hereto. Subject to the terms and Regulations conditions set forth herein, in Schedule II hereto and in the Underwriting Agreement incorporated herein by reference, the Company agrees to be part issue and sell, and the Selling Shareholders agree to sell, to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders, at the time and place and at a purchase price to the Underwriters set forth in Schedule II hereto, the number of Firm Shares set forth opposite the name of such registration statement, are hereinafter collectivelyUnderwriter in Schedule I hereto.

Introductory. Dynavax Technologies CorporationProLogis, a Delaware corporation Maryland real estate investment trust (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and confirms its agreement with ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CompanyCo., L.L.C. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom ▇▇▇▇▇▇▇ ▇▇▇▇▇, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. are acting as the representatives of the several Underwriters and (in such capacity are hereinafter referred to as capacity, the “Representatives.” A registration statement” on Form S-3”), as amended (File No. 333-219781) in with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of its common shares of beneficial interest, par value $0.01 per share (the “Common Stock”) set forth in said Schedule A, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 22,800,000 additional shares of Common Stock to cover over allotments, if any. The aforesaid 152,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 22,800,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are hereinafter called, collectively, the “Securities”. The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such a registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commissionon Form S-3 (File No. 333-157818), and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations which contains a base prospectus dated March 10, 2009 (the “Rules Base Prospectus”), to be used in connection with the public offering and Regulations”) promulgated sale of Common Stock, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received by ), and the Company (offering thereof from time to time in accordance with Rule 415 under the prospectus filed Securities Act. Such registration statement, as part of such registration statement amended, including the financial statements, exhibits and schedules thereto, in the form in which it has most recently been filed with became effective under the Commission on or prior Securities Act, including any required information deemed to be a part thereof at the date time of this Agreementeffectiveness pursuant to Rule 430B under the Securities Act, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelycalled

Introductory. Dynavax Technologies CorporationMount Logan Capital Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stockfor whom Lucid Capital Markets, $0.001 par value per share LLC is acting as representative (the “Common StockRepresentative”) ), $40,000,000 aggregate principal amount of the Company its 8.00% Senior Notes due 2031 (the “Firm StockSecurities”), to be issued pursuant to the provisions of an Indenture to be dated as of the Closing Date (the “Base Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture to be dated as of the Closing Date between the Company and the Trustee (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Company also proposes to issue and sell to the several Underwriters not more than an additional $6,000,000 aggregate principal amount of its 8.00% Senior Notes due 2031 (the “Optional Securities”), if and to the extent that the Representative shall have elected to exercise, on behalf of the Underwriters, upon the terms and conditions set forth right to purchase Optional Securities pursuant to the option granted to the Underwriters in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock Securities and the Optional Stock Securities are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “RepresentativesSecurities.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock The Company has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three a registration statement on Form S-1 (3) years No. 333-292668), which registration statement included a preliminary prospectus, relating to the Securities. Such registration statement, including any amendments thereto filed prior to the date hereof; such registration statementApplicable Time (as defined below), and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by ), and the rules and regulations thereunder. The Company (the will prepare a prospectus filed as part of such registration statement in the form in which it has most recently been filed accordance with the Commission on or prior to the date provisions of this Agreement, is hereinafter called the “Base Prospectus”.paragraph (b) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B 424 (“Rule 424(b)”) of the Rules and Regulations and shall file such prospectus with the Commission prior to 5:30 p.m. (Eastern Time) on the second SEC Business Day following the date of this Underwriting Agreement (this “Agreement”). Such prospectus, in the form first furnished to the Underwriters for use in connection with the offer and sale of Securities, is referred to herein as the “Prospectus.” Any information included in the Prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430A of the Act (“Rule 430A”) is referred to as “Rule 430A Information.” Each prospectus used in connection with the offering of Securities that omitted Rule 430A Information is herein called a “preliminary prospectus.” Except where the context otherwise requires, the registration statement on Form S-1 filed by the Company with the Commission (No. 333-292668), on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, including any information contained in a Prospectus subsequently filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement, collectively, are hereinafter collectivelyherein called the “Registration Statement.” Any reference in this Agreement to the Registration Statement, the General Disclosure Package (defined below), the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Act, as of each Effective Time or the Execution Time (defined below) or the date of the Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system (or any successor system) (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the General Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, and all references in this Agreement to amendments or supplements to the Registration Statement, the General Disclosure Package or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, which is or is deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be. Any reference herein to the Registration Statement, the General Disclosure Package, the Prospectus or any Permitted Free Writing Prospectus (as defined below) shall, unless otherwise stated, be deemed to refer to and include the documents, if any, incorporated, or deemed to be incorporated, by reference therein. For purposes of this Agreement:

Introductory. Dynavax Technologies Corporation, a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co Inc., a Delaware corporation (the "Company"), L.L.C. are acting proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston LLC (the "Initial Purchaser") (i) $200,000,000 principal amount of its 91/2% Senior Notes due 2009 (the "2009 Notes") and (ii) $260,000,000 principal amount of its 11% Senior Notes due 2012 (the "2012 Notes" and, together with the 2009 Notes, the "Offered Securities") to be issued under an indenture dated as of May 18, 2004 (the representatives "Indenture"), between the Company and U.S. Bank National Association, as trustee (the "Trustee"), on a private placement basis pursuant to an exemption under Section 4(2) of the several Underwriters United States Securities Act of 1933 (the "Securities Act"), and in such capacity are hereinafter referred to hereby agrees with the Initial Purchaser as the “Representatives.” A registration statement” on Form S-3, as amended (File Nofollows. 333-219781) in respect The holders of the Stock has been filed Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith between the Company and the Initial Purchaser (the "Registration Rights Agreement"), pursuant to which the Company agrees to file (i) a registration statement ("Exchange Offer Registration Statement") with the Securities and Exchange Commission (the “"Commission”") not earlier than three with respect to a proposed offer (3the "Registered Exchange Offer") years prior to the date hereof; holders of the Offered Securities, to issue and deliver to such registration statementholders, in exchange for the Offered Securities, a like aggregate principal amount of debt securities (the "Exchange Securities") of the Company issued under the Indenture and identical in all material respects to the Offered Securities (except for the transfer restrictions relating to the Offered Securities and certain other provisions discussed in Section 6 of the Registration Rights Agreement) that would be registered under the Securities Act, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such (ii) a shelf registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated 415 under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement under certain circumstances specified in the form in which it has most recently been filed with the Commission on or prior to the date of this Registration Rights Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies CorporationThe Mississippi Band of Choctaw Indians d/b/a Choctaw Resort Development Enterprise (the "Issuer"), a Delaware corporation business enterprise of The Mississippi Band of Choctaw Indians, a federally recognized Indian Tribe and Native American sovereign nation (the “Company”"Tribe"), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to issue and sell to the UnderwritersBanc of America Securities LLC, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CompanyBarney Inc., L.L.C. are ▇▇▇▇▇ Fargo Brokerage Services, LLC and Banc One Capital Markets, Inc. (the "Initial Purchasers"), acting as the representatives severally and not jointly, $200,000,000 aggregate principal amount of the several Underwriters Issuers' 9 1/4% Senior Notes due April 1, 2009 (the "Securities"). The Securities will be issued pursuant to an indenture, to be dated as of March 30, 2001 (the "Indenture"), among the Issuer, the Tribe and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3Firstar Bank N.A., as amended trustee (File Nothe "Trustee"). 333-219781) in respect The holders of the Stock has been filed Securities will be entitled to the benefits of a registration rights agreement, to be dated as of March 30, 2001 (the "Registration Rights Agreement"), among the Issuer and the Initial Purchasers, pursuant to which the Issuer will agree to file, pursuant to the circumstances set forth therein, a registration statement with the Securities and Exchange Commission (the “"Commission”") not earlier than three registering the Exchange Securities (3as defined below) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “"Securities Act”," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). The Issuer understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum (as defined below) has been received by and agree that the Company Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to "Subsequent Purchasers") at any time after the date of this Agreement, is hereinafter called . The Securities are to be offered and sold to or through the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed Initial Purchasers without being registered with the Commission and deemed by virtue of Rule 430B under the Securities Act, in reliance upon exemptions therefrom. The terms of the Rules Securities and Regulations to the Indenture will require that investors that acquire Securities expressly agree that Securities may only be part resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of such registration statement, are hereinafter collectivelythe Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act ("Rule 144A") or Regulation S under the Securities Act ("Regulation S")).

Introductory. Dynavax Technologies CorporationTeleflex Incorporated, a Delaware corporation (the “Company”), proposes to sell, pursuant issue and sell to ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) and the terms of this Agreement, to the other several underwriters Underwriters named in Schedule A hereto (such Underwriters, the “Underwriters,” or”), eachacting severally and not jointly, the respective amounts set forth in such Schedule A of $400,000,000 aggregate principal amount of its 4.875% Senior Notes due 2026 (the “Notes”). ▇.▇. ▇▇▇▇▇▇ has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of May 16, 2016 (the “Base Indenture”) between the Company and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture to be dated as of May 16, 2016, among the Company, the Guarantors (as defined below) and the Trustee (together with the Base Indenture, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company and the Depositary. The Company and the Guarantors, in accordance with the requirements of Conduct Rule 5121 (“Rule 5121”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and subject to the terms and conditions stated herein, also hereby confirm the engagement of the services of ▇▇▇▇▇▇▇, Sachs & Co. (the “Independent Underwriter”), as a “qualified independent underwriter” within the meaning of Section (f)(12) of Rule 5121 in connection with the offering and sale of the Securities, and the Independent Underwriter hereby confirms its engagement to render such services. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” (collectively, the “Guarantors”) and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an aggregate additional guarantee in accordance with the terms of 14,000,000 shares of common stockthe Indenture, $0.001 par value per share and their respective successors and assigns, pursuant to their guarantees (the “Common Stock”) of the Company (the “Firm StockGuarantees”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock Notes and the Optional Stock Guarantees thereof are hereinafter herein collectively referred to as the “Stock”. ▇▇▇▇▇ Securities.” This Agreement, the Securities and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. the Indenture are acting as the representatives of the several Underwriters and in such capacity are hereinafter collectively referred to herein as the “RepresentativesTransaction Documents.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies CorporationPatriot Capital Funding, Inc., a Delaware corporation (the “Company”), proposes to sellissue and sell to F▇▇▇▇▇, pursuant to the terms of this AgreementB▇▇▇▇ W▇▇▇▇, to the several underwriters named in Schedule A hereto Incorporated (the “Underwriters,” or, each, an “Underwriter”), ) an aggregate of 14,000,000 2,100,000 shares of its common stock, $0.001 par value $0.01 per share (the “Common Stock”) of the Company (the “Firm StockShares”). The 2,100,000 Shares to be sold by the Company also proposes to sell are called the “Firm Shares.” In addition, the Company has granted to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, Underwriter an option to purchase up to an additional 2,100,000 shares of Common Stock 315,000 Shares (the “Optional StockShares”), as provided in Section 2. The Firm Stock Shares and, if and to the extent such option is exercised, the Optional Stock Shares are hereinafter collectively referred to as called the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “RepresentativesOffered Shares.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three a registration statement on Form N-2 (3) years prior File No. 333-137856), which contains a form of prospectus to be used in connection with the date hereof; such public offering and sale of the Offered Shares. The registration statement, as amended, including the financial statements, exhibits and any post-effective amendment schedules thereto, became effective on filing and/or has been in the form in which it was declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received by the Company (the ), including any information contained in a prospectus filed as part of such registration statement in the form in which it has most recently been subsequently filed with the Commission on or prior pursuant to Rule 497 under the Securities Act and deemed to be a part of the registration statement at the time of effectiveness pursuant to Rule 430C under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of this Agreementfiling of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus, dated as of December 15, 2006, included in the Registration Statement at the time it became effective on December 15, 2006, is hereinafter called referred to as the “Base Prospectus”.) Such registration statement” The prospectus supplement, including all exhibits theretodated January 22, but excluding Form T-12007, and including any prospectus supplement relating to the Stock that is filed with the Commission pursuant to Rule 497 under the Securities Act relating to the Offered Shares is hereinafter referred to as the “Preliminary Prospectus Supplement” (and deemed together with the Base Prospectus, the “Preliminary Prospectus”). The Preliminary Prospectus, together with the information set forth in the oral pricing script attached as Exhibit A (“Pricing Information”) is hereinafter referred to as the “Disclosure Package.” The prospectus supplement to be filed with the Commission pursuant to Rule 497 and used by virtue the Underwriter to confirm sales of Offered Shares is hereinafter referred to as the “Prospectus Supplement” (and together with the Base Prospectus, the “Prospectus”). All references in this Agreement to the Registration Statement, the Rule 430B 462(b) Registration Statement, the Preliminary Prospectus or the Prospectus, or any amendments or supplements to any of the Rules foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Regulations to be part of such registration statement, are hereinafter collectivelyRetrieval system (“E▇▇▇▇”). The Company hereby confirms its agreement with the Underwriter as follows:

Introductory. Dynavax Technologies CorporationLouisville Gas and Electric Company, a Delaware corporation organized under the laws of the Commonwealth of Kentucky (the “Company”), proposes to issue and sell, pursuant to the terms of this Agreement, to and the several underwriters Underwriters named in Schedule A hereto Section 3 hereof (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share for whom you are acting as representatives (the “Common Stock”) of the Company (the “Firm StockRepresentatives”). The Company also proposes , propose, severally and not jointly, to sell to the Underwriterspurchase, upon the terms and conditions set forth in Section 3 hereofherein, up to an additional 2,100,000 shares $400,000,000 aggregate principal amount of Common Stock the Company’s First Mortgage Bonds, 5.450% Series due 2033 (the “Optional StockBonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Original Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of March 1, 2023 (the “Supplemental Indenture,” and the Original Indenture as so amended and supplemented, the “Indenture”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock Company has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three an automatic shelf registration statement (3No. 333-253290-02) years prior to on Form S-3, including the date hereof; such related preliminary prospectus or prospectus, which registration statement, and any post-effective amendment thereto, statement became effective on upon filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to under Rule 401(g)(2462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Rules and Securities Act Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such ). Such registration statement in covers the form in which it has most recently been filed with registration of the Commission on or prior to Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is hereinafter deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called the a “Base Prospectus”preliminary prospectus.) ” Such registration statement, at any given time, including all the amendments or supplements thereto to such time, the exhibits theretoand any schedules thereto at such time, but excluding the documents incorporated by reference therein pursuant to Item 12 of Form T-1S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, and is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including any the related prospectus supplement relating and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Stock that is Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by virtue of Rule 430B of the Rules and Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such registration statementpreliminary prospectus or the Prospectus, are hereinafter collectivelyas the case may be.

Introductory. Dynavax Technologies CorporationNational Fuel Gas Company, a Delaware New Jersey corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of 14,000,000 shares of common stock, $0.001 par value per share the Company’s 2.95% Notes due 2031 (the “Common Stock”) of the Company (the “Firm StockNotes”). The Company also proposes to sell to the UnderwritersBofA Securities, upon the terms Inc., HSBC Securities (USA) Inc. and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and CompanyFargo Securities, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting have agreed to act as the representatives of the several Underwriters and (in such capacity are hereinafter referred to as capacity, the “Representatives.”) in connection with the offering and sale of the Notes. If there are no Underwriters named in Schedule A other than the Representatives, then the terms “Underwriters” A registration statementand “Representatives” on Form S-3shall each be deemed to refer to the Underwriters. The Notes will be issued pursuant to an indenture, dated as of October 1, 1999, between the Company and The Bank of New York Mellon (formerly The Bank of New York), as amended trustee (File Nothe “Trustee”), including an Officer’s Certificate pursuant thereto (the “Indenture”). 333The Notes will be issued in book-219781) entry form in respect the name of Cede & Co., as nominee of The Depository Trust Company (the Stock “Depositary”), pursuant to a Blanket Letter of Representations, dated April 8, 2008 (the “DTC Agreement”), between the Company and the Depositary. The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such a registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commissionon Form S-3 (File No. 333-244352), and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations which contains a base prospectus (the “Rules Base Prospectus”), to be used in connection with the public offering and Regulations”) promulgated sale of debt securities, including the Notes, and other securities of the Company under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received by ), and the Company (offering thereof from time to time in accordance with Rule 415 under the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Securities Act. Such registration statement, including all the financial statements, exhibits and schedules thereto, but excluding Form T-1, and including any prospectus supplement relating to at each time of effectiveness under the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelySecurities Act,

Introductory. Dynavax Technologies CorporationiStar Inc., a Delaware Maryland corporation (the “Company”), proposes to sellconfirms its agreement with BofA Securities, pursuant to Inc. (“BofAS”) and the terms of this Agreement, to the other several underwriters named in Schedule A hereto (collectively, the “Underwriters,” or, each, an “Underwriter”), an with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $675,000,000 aggregate principal amount of 14,000,000 shares of common stock, $0.001 par value per share the Company’s 4.75% Senior Notes due 2024 (the “Common StockSecurities”). BofAS has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to an indenture, dated as of February 5, 2001, between the Company and US Bank Trust National Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Thirty-third Supplemental Indenture, to be dated as of September 16, 2019, between the Company and the Trustee relating to the Securities (such supplemental indenture, together with the Base Indenture, the “Indenture”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Firm StockDepositary”). The Company also proposes ) pursuant to sell a letter of representations, to be dated on or before the Underwriters, upon the terms and conditions set forth Closing Date (as defined in Section 3 2 hereof), up to an additional 2,100,000 shares of Common Stock (among the “Optional Stock”). The Firm Stock Company, the Trustee and the Optional Stock Depositary. This Agreement, the Securities and the Indenture are hereinafter collectively referred to herein as the “StockTransaction Documents.”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies CorporationiStar Inc., a Delaware Maryland corporation (the “Company”), proposes to sellconfirms its agreement with BofA Securities, pursuant to Inc. (“BofAS”) and the terms of this Agreement, to the other several underwriters named in Schedule A hereto (collectively, the “Underwriters,” or, each, an “Underwriter”), an with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $400,000,000 aggregate principal amount of 14,000,000 shares of common stock, $0.001 par value per share the Company’s 5.500% Senior Notes due 2026 (the “Common StockSecurities”). BofAS has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to an Indenture, dated as of February 5, 2001, between the Company and U.S. Bank National Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Thirty-fifth Supplemental Indenture, to be dated as of September 1, 2020, between the Company and the Trustee relating to the Securities (such supplemental indenture, the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Firm StockDepositary”). The Company also proposes ) pursuant to sell a letter of representations, to be dated on or before the Underwriters, upon the terms and conditions set forth Closing Date (as defined in Section 3 2 hereof), up to an additional 2,100,000 shares of Common Stock (among the “Optional Stock”). The Firm Stock Company, the Trustee and the Optional Stock Depositary. This Agreement, the Securities and the Indenture are hereinafter collectively referred to herein as the “StockTransaction Documents.”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies CorporationWave Life Sciences Ltd. (Company Registration Number: 201218209G), a Delaware corporation company incorporated under the laws of the Republic of Singapore (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), ) an aggregate of 14,000,000 shares 8,333,334 of common stockits ordinary shares, $0.001 no par value per share (the “Common Stock”) of the Company (the “Firm StockShares”). The 8,333,334 Shares to be sold by the Company also proposes to sell are called the “Firm Shares.” In addition, the Company has granted to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, Underwriters an option to purchase up to an additional 2,100,000 shares of Common Stock (1,250,000 Shares as provided in Section 2. The additional 1,250,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Stock”). Shares.” The Firm Stock Shares and, if and to the extent such option is exercised, the Optional Stock Shares are hereinafter collectively referred to as called the “Stock”. Offered Shares.” ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CompanyLLC, L.L.C. are acting SVB Leerink LLC and Mizuho Securities USA LLC have agreed to act as the representatives of the several Underwriters and (in such capacity are hereinafter referred to as capacity, the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781”) in respect connection with the offering and sale of the Stock Offered Shares. The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three a shelf registration statement on Form S-3, File No. 333-231382, including a base prospectus (3the “Base Prospectus”) years prior to be used in connection with the date hereof; such public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and any post-effective amendment schedules thereto, in the form in which it became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received ), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company (pursuant to Rule 462(b) under the prospectus filed as part of such registration statement Securities Act in the form in which it has most recently been filed connection with the Commission on or prior to offer and sale of the date of this Agreement, Offered Shares is hereinafter called the “Base Prospectus”.Rule 462(b) Such registration statementRegistration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. For the avoidance of doubt, including all exhibits the term “Registration Statement” shall also include any post-effective amendment thereto, but excluding Form T-1, and including any . The preliminary prospectus supplement relating to dated September 22, 2020 describing the Stock that is filed with Offered Shares and the Commission and deemed by virtue of Rule 430B of offering thereof (the Rules and Regulations to be part of such registration statement“Preliminary Prospectus Supplement”), are hereinafter collectivelytogether with

Introductory. Dynavax Technologies CorporationLions Gate Entertainment Inc., a Delaware corporation (the “Company”"Issuer"), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters"Initial Purchasers,” " or, each, an “Underwriter”"Initial Purchaser"), an $150,000,000 aggregate principal amount of 14,000,000 shares of common stock, $0.001 par value per share its 3.625% Convertible Senior Subordinated Notes Due 2025 (the “Common Stock”) "Firm Notes"). In addition, the Issuer proposes to grant to the Initial Purchasers the option to purchase from the Issuer some or all of the Company Option Notes (the “Firm Stock”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth as defined in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”8 below). The Firm Stock Notes and the Optional Stock Option Notes are hereinafter collectively sometimes referred to as the “Stock”. ▇▇▇▇▇ "Notes." The Notes will have the terms and provisions that are described in the Memorandum (as defined below) under the heading "Description of the Notes" and are to be issued pursuant to an Indenture dated as of February 24, 2005 (the "Indenture") to be entered into among the Issuer, Lions Gate Entertainment Corp., a British Columbia corporation (the "Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”") and ▇. ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ & Trust Company, L.L.C. are acting National Association, as trustee (the representatives "Trustee"). Payment of principal and interest on the Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior subordinated basis (the "Guarantee") by the Company. Subject to certain conditions, the Notes will be convertible into common shares, no par value, of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission Company (the “Commission”) not earlier than three (3) years prior "Common Shares"). The Notes will be offered and sold to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated Initial Purchasers without being registered under the Securities Act of 1933, as amended (together with the “rules and regulations promulgated thereunder, the "Securities Act”"), in reliance upon an exemption therefrom. The Issuer has prepared a preliminary offering memorandum dated February 17, 2005 (the "Preliminary Offering Memorandum") has been received by and will prepare an offering memorandum dated the date hereof (the "Offering Memorandum" and, together with the Preliminary Offering Memorandum, the "Memorandum") setting forth information concerning the Issuer, the Company and the Notes. The Memorandum will incorporate by reference the Company's (i) Annual Report on Form 10-K and 10-K/A for the prospectus filed as part year ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) Quarterly Reports on Form 10-Q for the quarters ended June 30, 2004, September 30, 2004 and December 31, 2004, (iii) Proxy Statement for the annual meeting of such registration statement in shareholders of the form in which it has most recently been Company held on September 14, 2004 and (iv) Current Reports on Form 8-K or Form 8-K/A filed with the Commission (as defined below) on or prior September 28, 2004, October 4, 2004, December 13, 2004, January 21, 2005, February 9, 2005 and February 18, 2005 (other than information in the documents that is deemed not to be filed with the Commission) (all such documents listed in clauses (i) through (iv) referred to herein as the "Incorporated Documents"). Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Issuer to the Initial Purchasers pursuant to the terms of this Agreement. Any references herein to the Memorandum shall be deemed to include all amendments and supplements thereto and the Incorporated Documents and any amendments thereto, unless otherwise noted. The Issuer hereby confirms that it has authorized the use of the Memorandum in connection with the offering and resale of the Notes by the Initial Purchasers in accordance with Section 3. Holders of the Notes (including the Initial Purchasers and their direct and indirect transferees) will be entitled to the benefits of a Registration Rights Agreement, among the Company, the Issuer and the Initial Purchasers (the "Registration Rights Agreement") pursuant to which the Company and the Issuer will agree, among other things, to file a registration statement on the appropriate form with the Securities and Exchange Commission (the "Commission") registering the Notes and the common shares of the Company to be issued upon the conversion thereof under the Securities Act. Any common shares issued by the Company to the Issuer in connection with the conversion of the Notes will be subject to a four month hold period from the date of this the Contribution Agreement (as hereinafter defined) and may not be sold in Canada, including through the facilities of the Toronto Stock Exchange, until the expiry of such hold period. This Agreement, is hereinafter called the “Base Prospectus”.) Such registration statementNotes, including all exhibits theretothe Guarantee, but excluding Form T-1, the Indenture and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, Registration Rights Agreement are hereinafter collectivelyreferred to collectively as the "Offering Documents."

Introductory. Dynavax Technologies CorporationPPL Energy Supply, LLC, a limited liability company organized under the laws of the State of Delaware corporation (the “Company”), proposes to issue and sell, pursuant to the terms of this Agreement, to and the several underwriters Underwriters named in Schedule A hereto Section 3 hereof (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share for whom you are acting as representatives (the “Common StockRepresentatives”) of the Company (the “Firm Stock”). The Company also proposes propose, severally and not jointly, to sell to the Underwriterspurchase, upon the terms and conditions set forth in Section 3 hereofherein, up to an additional 2,100,000 shares $300,000,000 aggregate principal amount of Common Stock the Company’s 6.30% Senior Notes due 2013 (the “Optional StockNotes”) to be issued under an Indenture, dated as of October 1, 2001, between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank)), as trustee thereunder (the “Trustee”), as heretofore supplemented and as to be further supplemented by Supplemental Indenture No. 10 thereto relating to the Notes (“Supplemental Indenture No. 10”) (as so supplemented, the “Indenture”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock Company has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three an automatic shelf registration statement on Form S-3 (3) years prior to No. 333-132574-01), including the date hereof; such related preliminary prospectus or prospectuses, which registration statement, and any post-effective amendment thereto, statement became effective on upon filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to under Rule 401(g)(2462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Rules and Securities Act Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such ). Such registration statement in covers the form in which it has most recently been filed with registration of the Commission on or prior to Notes under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is hereinafter deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Notes that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company and the Representatives) is herein called the a “Base Prospectus”preliminary prospectus.) ” Such registration statement, at any given time, including all the amendments thereto to such time, the exhibits theretoand any schedules thereto at such time, but excluding the documents incorporated by reference therein pursuant to Item 12 of Form T-1S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, and including any is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus supplement relating in the form first furnished to the Stock Underwriters for use in connection with the offering of the Notes, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by virtue of Rule 430B of the Rules and Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such registration statementpreliminary prospectus or the Prospectus, are hereinafter collectivelyas the case may be.

Introductory. Dynavax Technologies CorporationKentucky Utilities Company, a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, pursuant to the terms of this Agreement, to and the several underwriters Underwriters named in Schedule A hereto Section 3 hereof (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share for whom you are acting as representatives (the “Common Stock”) of the Company (the “Firm StockRepresentatives”). The Company also proposes , propose, severally and not jointly, to sell to the Underwriterspurchase, upon the terms and conditions set forth in Section 3 hereofherein, up to an additional 2,100,000 shares $500,000,000 aggregate principal amount of Common Stock the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Optional StockBonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock Company has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three an automatic shelf registration statement (3No. 333-223142-01) years prior to on Form S-3, including the date hereof; such related preliminary prospectus or prospectus, which registration statement, and any post-effective amendment thereto, statement became effective on upon filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to under Rule 401(g)(2462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Rules and Securities Act Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such ). Such registration statement in covers the form in which it has most recently been filed with registration of the Commission on or prior to Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is hereinafter deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called the a “Base Prospectus”preliminary prospectus.) ” Such registration statement, at any given time, including all the amendments or supplements thereto to such time, the exhibits theretoand any schedules thereto at such time, but excluding the documents incorporated by reference therein pursuant to Item 12 of Form T-1S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, and is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including any the related prospectus supplement relating and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Stock that is Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by virtue of Rule 430B of the Rules and Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such registration statementpreliminary prospectus or the Prospectus, are hereinafter collectivelyas the case may be.

Introductory. Dynavax Technologies CorporationEPIX Medical, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “UnderwritersInitial Purchasers,” or, each, an “UnderwriterInitial Purchaser”), an aggregate $75,000,000 principal amount of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company its3% Convertible Senior Notes due 2024 (the “Firm StockSecurities”). The Company also proposes to sell to the UnderwritersInitial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares $25,000,000 principal amount of Common Stock its 3% Convertible Senior Notes due 2024 (the “Optional StockSecurities”). The Firm Stock Securities and the Optional Stock Securities are hereinafter collectively referred to as the “StockSecurities”. ▇▇▇▇▇ The Securities are to be issued pursuant to an Indenture to be dated as of June 7, 2004 (the “Indenture”) to be entered into by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Securities will be convertible into shares of the Company, LLC ’s common stock (the “CowenCommon Stock”), Evercore Group L.L.C. $0.01 par value per share (the “EvercoreUnderlying Securities”) and ). ▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ & Company, L.L.C. Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as the representatives of the several Underwriters Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the The Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated Underlying Securities will be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to “qualified institutional buyers” as defined in, and in compliance with the exemption from registration provided by, Rule 144A under the Securities Act (“Qualified Institutional Buyers”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) has been received and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the Company, the Securities and the Underlying Securities. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. Any references herein to the Preliminary Offering Memorandum and the Offering Memorandum shall be deemed to include, as applicable, all amendments and supplements thereto and all documents incorporated by reference therein (“Incorporated Documents”) that are filed with the Securities and Exchange Commission (the prospectus filed as part “Commission”) and any amendments thereto that are made prior to the completion of such registration statement this Offering. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Securities and the Underlying Securities by the Initial Purchasers in accordance with Section 3. Each of the Initial Purchasers and its direct and indirect transferees will be entitled to the benefits of a Registration Rights Agreement, substantially in the form in attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which it has most recently been filed the Company will agree to file with the Securities and Exchange Commission on or prior to the date of this Agreement, is hereinafter called (the “Base ProspectusCommission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies CorporationPacifiCorp, a Delaware an Oregon corporation (the “Company”), proposes to sellproposes, pursuant subject to the terms of this Agreementand conditions stated herein, to issue and sell to the several underwriters named listed in Schedule A hereto (the “Underwriters,” or”) (i) U.S. $[•] principal amount of its First Mortgage Bonds, each[•]% Series due 20[•] (the “Offered Securities”) to be issued under that certain Mortgage and Deed of Trust, an dated as of January 9, 1989, with The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “UnderwriterTrustee”), an aggregate as heretofore amended and supplemented by the supplemental indentures thereto and as further amended and supplemented by a supplemental indenture dated as of 14,000,000 shares of common stock[•] (collectively, $0.001 par value per share the “Mortgage”) pursuant to the registration statement on Form S-3 (File No. 333-[•]) filed on [•], as amended to date (the “Common Stock”) of the Company (the “Firm StockInitial Registration Statement”). The Company also proposes to sell to Mortgage has been qualified under the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares U.S. Trust Indenture Act of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-31939, as amended (File No. 333-219781) in respect the “Trust Indenture Act”), and the rules and regulations of the Stock has been filed with the U.S. Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Trust Indenture Act. The U.S. Securities Act of 1933, as amended (amended, is herein referred to as the “Securities Act”) has been received by ,” and the rules and regulations of the Commission thereunder are herein referred to as the “Rules and Regulations.” The Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed hereby agrees with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyseveral Underwriters as follows:

Introductory. Dynavax Technologies CorporationChesapeake Oilfield Operating, a Delaware L.L.C., an Oklahoma limited liability company, which, following the Closing Date (as defined below) in connection with the Spin Transactions (as defined below), is expected to convert into Seventy Seven Energy Inc., an Oklahoma corporation (such entity, before and after such conversion, if any, the “CompanyIssuer”), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to issue and sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇▇▇ and CompanyLynch, LLC Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“Cowen▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), Evercore Group L.L.C. acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.5% Senior Notes due 2022 (the “EvercoreNotes”) and ). ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting has agreed to act as the representatives representative of the several Underwriters and in such capacity are hereinafter referred to as Initial Purchasers (the “Representatives.” A registration statement” on Form S-3Representative”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Indenture”), among the Issuer and ▇▇▇▇▇ Fargo Bank, National Association, as amended trustee (File Nothe “Trustee”). 333Notes will be issued only in book-219781entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) in respect pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC LOR”), among the Issuer, the Trustee and the Depositary. The holders of the Stock has been filed Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”), among the Issuer and the Initial Purchasers, pursuant to which the Issuer will be required to file with the Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such a registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 19331933 (as amended, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) relating to another series of debt securities of the Issuer with terms substantially identical to the Notes (the “Exchange Notes”) has been received by to be offered in exchange for the Company Notes (the prospectus filed “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuer is in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. It is understood and agreed to by all parties that, as part of the Closing Date , the Issuer will be an indirect wholly owned subsidiary of CEC. The subsidiaries of the Issuer as of the date hereof are listed on Schedule B-1 hereto. The subsidiaries of the Issuer after giving effect to the Spin Transactions (as defined below) are listed on Schedule B-2 hereto. It is further understood and agreed by all parties hereto that the board of directors of CEC has declared a dividend to the holders of common stock of CEC consisting of one share of Seventy Seven Energy Inc. for every 14 shares of common stock of CEC held on the record date for such dividend (the payment of such registration statement dividend being referred to herein as the “Spin-off”). The transactions related to the Spin-off as described in the form Pricing Disclosure Package are referred to herein as the “Spin Transactions” and the date on which all of the Spin Transactions have all been consummated is referred to herein as the “Spin Date.” This Agreement, the Registration Rights Agreement, the Notes, the Exchange Notes and the Indenture are referred to herein as the “Transaction Documents.” The issuance and sale of the Notes pursuant to this Agreement, the use of the net proceeds from the sale of the Notes as described in the Pricing Disclosure Package (as defined below), the consummation of the Exchange Offer are referred to herein collectively as the “Transactions.” The Issuer understands that the Initial Purchasers propose to make an offering of the Notes on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Notes to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when resales of the Notes are made, which it has most recently been filed with the Commission is 5:50 p.m., New York City time, on or prior to the date of this Agreement, is hereinafter called referred to as the “Base ProspectusTime of Sale”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, ). The Notes are to be offered and including any prospectus supplement relating sold to or through the Stock that is filed Initial Purchasers without being registered with the Commission and deemed by virtue of Rule 430B under the Securities Act. Pursuant to the terms of the Rules Notes and Regulations the Indenture, investors who acquire Notes shall be deemed to have agreed that Notes may only be part resold or otherwise transferred, after the date hereof, if such Notes are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Rule 144A under the Securities Act (“Rule 144A”) or if such registration statementsale is made to a non-U.S. person pursuant to Regulation S under the Securities Act (“Regulation S”)). The Issuer has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated June 9, 2014 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated June 12, 2014, in the form set forth on Annex I hereto (the “Pricing Supplement”), describing the terms of the Notes, each for use by each such Initial Purchaser in connection with its solicitation of offers to purchase the Notes. The Preliminary Offering Memorandum and the Pricing Supplement are hereinafter collectivelyherein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuer will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Introductory. Dynavax Technologies CorporationFirst Potomac Realty Trust, a Delaware corporation Maryland real estate investment trust (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), ) an aggregate of 14,000,000 2,500,000 of its common shares (the “Firm Shares”) of common stockbeneficial interest, $0.001 par value $.001 per share (the “Common Stock”) of the Company (the “Firm StockShares”). The In addition, the Company also proposes to sell has granted to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, Underwriters an option to purchase up to an additional 2,100,000 shares of 375,000 Common Stock Shares (the “Optional StockOption Shares”), as provided in Section 2. The Firm Stock Shares and, if and to the Optional Stock extent such option is exercised, the Option Shares are hereinafter collectively referred to as called the “Stock”. ▇▇▇▇▇ and Company, LLC Shares.” KeyBanc Capital Markets Inc. (“CowenKCM”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting has agreed to act as the representatives representative of the several Underwriters and (in such capacity are hereinafter referred to capacity, the “Representative”) in connection with the offering and sale of the Shares. The Company is the sole general partner of First Potomac Realty Investment Limited Partnership (the “Operating Partnership”), a Delaware limited partnership that serves as the “Representatives.” A registration statement” on Form S-3, as amended (File NoCompany’s primary operating partnership subsidiary. 333-219781) in respect of the Stock The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement), and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received by the Company (the prospectus filed as part of such ), on April 16, 2007 a registration statement on Form S-3, which was subsequently amended on August 19, 2008 and August 22, 2008 (File No. 333-142147), which contains a form of prospectus to be used in the form in which it has most recently been filed connection with the Commission on or prior to public offering and sale of the date of this Agreement, is hereinafter called Shares (the “Base Prospectus”.) ). Such registration statement, including herein referred to as the “Registration Statement,” shall be deemed to include all exhibits thereto, but excluding Form T-1, information omitted therefrom in reliance upon Rules 430A or 430B under the Securities Act and including any all information incorporated by reference therein. The form of final prospectus supplement relating to the Stock that Shares first filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein referred to as the “Prospectus.” The Base Prospectus, as supplemented by any preliminary prospectus (including any preliminary prospectus supplement) relating to the Shares used prior to the date hereof is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein and any supplements or amendments thereto, filed with the Commission and deemed by virtue after the date of Rule 430B filing of the Rules Prospectus under Rule 424(b) under the Securities Act, and Regulations prior to be part the termination of such registration statement, are hereinafter collectivelythe offering of the Shares by the Underwriters. Each of the Company and the Operating Partnership hereby confirms its agreements with the Underwriters as follows:

Introductory. Dynavax Technologies Corporation(a) Alcoa Inc., a Delaware Pennsylvania corporation (the “Company”), proposes (1) to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A I hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 for whom you (the “Representatives”) are acting as representatives, 150,000,000 shares of its common stock, $0.001 par value $1.00 per share (the “Common StockFirm Securities”) of and (2) to grant the Company (the “Firm Stock”). The Company also proposes Underwriters an option to sell to the Underwriterspurchase, upon the terms severally and conditions set forth in Section 3 hereofnot jointly, up to an additional 2,100,000 22,500,000 shares of Common Stock its common stock, par value $1.00 per share, to cover over-allotments (the “Optional StockAdditional Securities” and, together with the Firm Securities, the “Securities”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives shares of the several Underwriters and in such capacity Company’s common stock, par value $1.00 per share, to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “RepresentativesCommon Stock”.” A registration statement” on Form S-3 (b) At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus Supplement dated March 16, 2009 and accompanying base prospectus dated March 10, 2008 (together the “Preliminary Prospectus”), as amended (File No. 333-219781filed by the Company pursuant to Rule 424(b)(3) in respect of the Stock has been filed with Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) not earlier than three thereunder (3) years prior to the date hereof; such registration statement“Act”), and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto each “free writing prospectus” (as defined pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated 405 under the Securities Act of 1933Act) identified in Schedule IIA hereto, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been including any final term sheet filed with the Commission on or prior pursuant to Rule 433 under the Act and attached hereto as Schedule III (the “Final Term Sheet”). (c) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the date Company with respect to the offering of this AgreementSecurities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is hereinafter called advising the “Base Prospectus”.) Such registration statementCompany or any other person as to any legal, including all exhibits theretotax, but excluding Form T-1investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and including any prospectus supplement the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the Stock that is filed with the Commission and deemed by virtue of Rule 430B benefit of the Rules Underwriters and Regulations to shall not be part on behalf of such registration statement, are hereinafter collectivelythe Company.

Introductory. Dynavax Technologies CorporationFive Prime Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), ) an aggregate of 14,000,000 [ ] shares of its common stock, par value $0.001 par value per share (the “Common Stock”) of the Company (the “Firm StockShares”). The [ ] Shares to be sold by the Company also proposes to sell are called the “Firm Shares.” In addition, the Company has granted to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, Underwriters an option to purchase up to an additional 2,100,000 shares of Common Stock ([ ] Shares as provided in Section 2. The additional [ ] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Stock”). Shares.” The Firm Stock Shares and, if and to the extent such option is exercised, the Optional Stock Shares are hereinafter collectively referred to as called the “Stock”. Offered Shares.” ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ LLC, BMO Capital Markets Corp., and ▇▇▇▇▇ & CompanyFargo Securities, L.L.C. are acting LLC have agreed to act as the representatives of the several Underwriters and (in such capacity are hereinafter referred to as capacity, the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781”) in respect connection with the offering and sale of the Stock Offered Shares. The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior a registration statement on Form S-1, File No. 333-193491, which contains a form of prospectus to be used in connection with the date hereof; such public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and any post-effective amendment schedules thereto, in the form in which it became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received ), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company (pursuant to Rule 462(b) under the prospectus filed as part of such registration statement Securities Act in the form in which it has most recently been filed connection with the Commission on or prior to offer and sale of the date of this Agreement, Offered Shares is hereinafter called the “Base Prospectus”.Rule 462(b) Such registration statement, including all exhibits thereto, but excluding Form T-1, Registration Statement,” and including from and after the date and time of filing of any prospectus supplement relating to such Rule 462(b) Registration Statement the Stock that is filed with term “Registration Statement” shall include the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively462(b) Registration

Introductory. Dynavax Technologies CorporationThe ▇▇▇▇ Group Inc., a Delaware Louisiana corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or”) 20,000,000 shares (“Firm Securities”) of its Common Stock, each, an no par value (“UnderwriterSecurities”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company and also proposes to issue and sell to the Underwriters, upon at the terms and conditions option of the Underwriters, an aggregate of not more than 3,000,000 additional shares (“Optional Securities”) of its Securities, in each case registered under the registration statement referred to in Section 2(a), as set forth in below. The Firm Securities and the Optional Securities that the Underwriters may elect to purchase pursuant to Section 3 hereof, hereof are herein collectively called the “Offered Securities”. The Company and the Underwriters agree that up to an additional 2,100,000 120,000 shares of Common Stock the Offered Securities to be purchased by the Underwriters (the “Optional StockReserved Securities”). The Firm Stock and ) shall be reserved for sale by the Optional Stock are hereinafter collectively referred Underwriters to as the three directors of the Company named in the Prospectus under the heading “Underwriting” (the “Stock”. ▇▇▇▇▇ and Company, LLC (“CowenInvitees”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of the distribution of the Offered Securities by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. and all other applicable laws, rules and regulations. To the extent that such registration statement in Reserved Securities are not orally confirmed for purchase by Invitees by the form in which it has most recently been filed with end of the Commission on or prior to first business day after the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating such Reserved Securities may be offered to the Stock that is filed public as part of the public offering contemplated hereby. The Company hereby agrees with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyUnderwriters as follows:

Introductory. Dynavax Technologies CorporationOPKO Health, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), ) an aggregate of 14,000,000 50,000,000 shares of its common stock, $0.001 par value $0.01 per share (the “Common Stock”) of the Company (the “Firm StockShares”). The 50,000,000 Shares to be sold by the Company also proposes are referred to sell herein as the “Firm Shares.” In addition, the Company has granted to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, Underwriters an option to purchase up to an additional 2,100,000 shares of Common Stock (7,500,000 Shares as provided in Section 2. The additional 7,500,000 Shares to be sold by the Company pursuant to such option are referred to herein as the “Optional Stock”). Shares.” The Firm Stock Shares and, if and to the extent such option is exercised, the Optional Stock Shares are hereinafter collectively referred to as called the “Stock”. Securities.” Each of ▇▇▇▇▇▇▇▇▇ and Company, LLC (“CowenJefferies”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CompanyCo. (“▇▇▇▇▇ ▇▇▇▇▇▇▇”) and Guggenheim Securities, L.L.C. are acting LLC (“Guggenheim”) hereby agree to act as the representatives of the several Underwriters and (collectively in such capacity are hereinafter referred to as capacity, the “Representatives.”) in connection with the offering and sale of the Securities contemplated hereby (the “Offering”). If there are no underwriters listed on Schedule A other than you, then the term “Representatives” A registration statement” on Form S-3as used herein shall mean you, as amended (File NoUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. 333-219781) in respect of the Stock The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three a shelf registration statement on Form S-3, File No. 333-229400, including a base prospectus (3the “Base Prospectus”) years prior to be used in connection with the date hereof; such public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and any post-effective amendment schedules thereto, in the form in which it became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received ), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company (pursuant to Rule 462(b) under the prospectus filed as part of such registration statement Securities Act in the form in which it has most recently been filed connection with the Commission on or prior to offer and sale of the date of this Agreement, Securities is hereinafter called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated October 22, 2019, as supplemented by the preliminary prospectus supplement dated October 24, 2019, describing the Securities and the Offering (together, the “Preliminary Prospectus Supplement”), together with the Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, is called the “Preliminary Prospectus,” and including the Preliminary Prospectus and any other prospectus supplement relating to the Stock Base Prospectus in preliminary form that describes the Securities and the Offering and is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations used prior to be part of such registration statement, are hereinafter collectivelythe

Introductory. Dynavax Technologies CorporationC&D Technologies, Inc., a Delaware corporation (the “"Company”"), proposes to sellproposes, pursuant subject to the terms of this Agreementand conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate "Purchasers") U.S.$60,000,000 principal amount of 14,000,000 its 5.25% Convertible Senior Notes due 2025 (the "Firm Securities") which are convertible into cash or a combination of cash and shares of common stock, $0.001 0.01 par value per share (the “Common Stock”) value, of the Company (the “Firm Stock”). The Company also proposes to sell to "Underlying Shares") and, at the Underwriterselection of the Purchasers, upon the terms and conditions set forth in Section 3 hereof, an aggregate of up to an additional 2,100,000 shares $15,000,000 principal amount ("Optional Securities") of Common Stock its 5.25% Convertible Senior Notes due 2025 (the “Optional Stock”). The Firm Stock Securities and the Optional Stock Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are hereinafter herein collectively referred called the "Offered Securities") each to be issued under an indenture to be dated as of November 21, 2005 (the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”"Indenture"), Evercore Group L.L.C. (“Evercore”) between the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives The Bank of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3New York, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statementTrustee, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto a private placement basis pursuant to Rule 401(g)(2an exemption under Section 4(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the United States Securities Act of 1933, as amended (the “"Securities Act”) has been received by "), and hereby agrees with the several Purchasers as follows: The Offered Securities will be convertible into shares of common stock, par value $0.01 per share, of the Company (the prospectus filed "Common Stock ") in accordance with the terms of the Offered Securities and the Indenture, at the initial conversion rate specified in Schedule B hereto. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement to be dated as part of such November 21, 2005 among the Company and the Purchasers (the "Registration Rights Agreement"), pursuant to which the Company agrees to file a registration statement in the form in which it has most recently been filed with the Securities and Exchange Commission on or prior to (the date of this Agreement, is hereinafter called "Commission") registering the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B resale of the Rules Offered Securities and Regulations to be part of such registration statement, are hereinafter collectivelythe Underlying Shares under the Securities Act.

Introductory. Dynavax Technologies CorporationThe Bank is in the process of converting from a federally chartered savings bank in the mutual form to a federally chartered savings bank in stock form in accordance with the provisions of the Home Owners' Loan Act, a Delaware corporation as amended (the “Company”"HOLA"), proposes to sell, pursuant to and the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) rules and regulations of the Company Office of Thrift Supervision ("OTS") which have been or which may be promulgated thereunder by the “Firm Stock”). The Company also proposes to sell to the UnderwritersOTS, upon the terms such statute, rules and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter regulations being collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives "Conversion Regulations." An Application for Approval of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock Conversion has been filed with the Securities and Exchange Commission OTS (the “Commission”"Conversion Application") not earlier than three and all amendments required to the date hereof have also been filed. The Conversion Application includes, among other things, the Bank's plan of conversion (3the "Plan") years prior and the Bank's proxy statement for the Special Meeting of Members, to be held on __________, 1998 ("Proxy Statement"). Prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or the Plan has been declared effective approved by the Commission in such form; and no stop order suspending the effectiveness Board of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission Directors (hereinafter referred to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2as "Directors") of the rules Bank and regulations by the OTS. Pursuant to the Plan, the Bank will convert from a federally chartered mutual savings bank to a federally chartered stock savings bank; the Company has filed an application (the “Rules "Holding Company Application") with the OTS to become a registered savings and Regulations”loan holding company under HOLA; all the issued and outstanding stock of the Bank will be sold to the Company, and the Company will issue and sell its Common Stock (as defined below) promulgated under the Securities Act of 1933in a Subscription Offering and, if necessary, in a Community Offering or Public Offering as amended (the “Securities Act”) has been received selected by the Company (the prospectus filed as part Company, all of such registration statement which are described below and in the form in which it has most recently been filed with Plan. Collectively, these transactions are referred to herein as the Commission on or prior to "Conversion." Collectively, the date of this AgreementSubscription Offering, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1Community Offering, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelythe

Introductory. Dynavax Technologies PHH Corporation, a Delaware Maryland corporation (the “"Company”"), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “"Commission”) not earlier than three "), and the Commission declared effective on March 2, 1998, a registration statement on Form S-3 (3) years prior Registration No. 333-45373, hereinafter called the "Registration Statement"), covering up to U.S. $3,000,000,000 aggregate principal amount of the Company's debt securities (the "Securities"). Any reference herein to the date hereof; such registration statementterm "Registration Statement" shall be deemed to refer, unless the context otherwise indicates, to the Registration Statement, including the form of final prospectus, financial statements and other documents included or incorporated by reference therein and all exhibits included therein, as from time to time amended, and any post-effective amendment theretothe term "Prospectus" shall be deemed to refer collectively, became effective on filing and/or has been declared effective by unless the context otherwise indicates, to the final prospectus in the form filed with the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2424(b) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 19331933 (the "Act") and each prospectus as supplemented mailed to the Commission pursuant to Rule 424(c) under the Act, including documents incorporated by reference therein, as from time to time amended or supplemented (exclusive of any supplements relating solely to Securities that are not Offered Securities as hereinafter defined). The Securities will be issued under one or more indentures (the “"Indentures") identified and described in the Registration Statement between the Company and one or more commercial banks, as trustees (the "Trustees"). One class of Securities Act”that the Company is authorized to issue under the Indentures is Medium-Term Notes (the "Offered Securities"). Without limitation on the Company's right to sell all other classes of Securities through underwriters (which may include any or all of you) has been received or dealers, or directly to one or more institutional investors, or through agents (which may include any or all of you), and without limitation on the Company's right to sell Offered Securities through other agents as provided in Section 3(a) hereof, the Company confirms its agreement with you with respect to the issue and sale by the Company of up to U.S. $3,000,000,000 (or the prospectus filed as part of such registration statement equivalent in the form in which it has most recently been filed with the Commission on foreign currency or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.currency units) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B principal amount of the Rules and Regulations Offered Securities issued under the Indentures, subject to be part reduction as a result of such registration statement, are hereinafter collectivelythe concurrent sale of other Securities of the Company.

Introductory. Dynavax Technologies HomeFed Corporation, a Delaware corporation (the “Company”), proposes to sellissue and sell to certain purchasers (collectively, pursuant the “Purchasers”) up to the terms $75,000,000 in aggregate principal amount of this Agreement, to the several underwriters named in Schedule A hereto its 6.50% Senior Notes due 2019 (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm StockNotes”). The Company also proposes to sell to the UnderwritersNotes initially will be fully and unconditionally guaranteed, upon the terms jointly and conditions set forth in Section 3 hereofseverally, up to an additional 2,100,000 shares of Common Stock on a senior unsecured basis (the “Optional StockGuarantees” and, together with the Notes, the “Securities”) by each of the Company’s current domestic subsidiaries (the “Guarantors”). The Firm Stock Securities will be offered and sold to the Purchasers in a private placement (the “Placement”) without being registered under the Securities Act of 1933, as amended, and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ rules and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives regulations of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three thereunder (3) years prior to the date hereof; such registration statementcollectively, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from registration thereunder provided by Section 4(a)(2) (“Section 4(a)(2)”) thereof and/or Regulation D (“Regulation D”) thereunder. The Securities will also be offered and sold outside of the United States to Purchasers who are non-“U.S. persons” (as defined in Regulation S of the Securities Act) in reliance on Regulation S under the Securities Act (“Regulation S”). ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has been received agreed to act as placement agent (in such capacity, the “Placement Agent”) and as Closing Agent (in such capacity, the “Closing Agent”) in connection with the Placement, subject to the terms, conditions and other provisions of this Agreement. The Securities are to be sold to the Purchasers pursuant to two Purchase Agreements, each in the form attached as Exhibit A hereto (the two Purchase Agreements together, the “Purchase Agreement”) to be entered into by the Company and the several Purchasers, with such changes as may be approved by the Placement Agent. The Securities are to be issued pursuant to an Indenture (the prospectus “Indenture”) to be entered into between the Company, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”). This Agreement, the Purchase Agreement and the Indenture are referred to herein collectively as the “Transaction Documents”, and the transactions contemplated hereby and thereby are referred to herein collectively as the “Transactions”. The Company has filed as part of such registration statement in with the form in which it has most recently been Commission (i) an annual report on Form 10-K for the fiscal year ended December 31, 2016 filed with the Commission on or prior to the date of this AgreementMarch 3, is hereinafter called 2017 (the “Base ProspectusForm 10-K”.), (ii) Such registration statementa quarterly report on Form 10-Q for the quarterly period ended March 31, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is 2017 filed with the Commission on May 3, 2017 (the “First Quarter 10-Q”) and deemed by virtue of Rule 430B of a quarterly report on Form 10-Q for the Rules quarterly period ended June 30, 2017 filed with the Commission on August 2, 2017 (the “Second Quarter 10-Q” and Regulations to be part of such registration statementtogether with the First Quarter 10-Q, are hereinafter collectivelythe “Quarterly Reports”), (iii) Current Reports on Form 8-K filed with the Commission on January 12, 2017, February 2, 2017, March 29, 2017 and August 10, 2017 (each a “Form 8-K” and together the “Form 8-Ks”) and (iv) a Proxy Statement on Schedule 14A filed (but not furnished) with the Commission on June 30, 2017 (together with the Form 10-K, the Quarterly Reports and the Form 8-Ks, the “Public Disclosure”). The Company and each Guarantor hereby jointly and severally confirm its agreement with the Placement Agent as follows:

Introductory. Dynavax Technologies CorporationUxin Limited, a Delaware corporation an exempted company incorporated in the Cayman Islands (the “Company”), proposes to sellagrees, pursuant subject to the terms of this Agreementand conditions stated herein, to issue and sell to the several underwriters Underwriters named in Schedule SCHEDULE A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock38,000,000 American Depositary Shares (“ADSs”), $0.001 each ADS representing 114,000,000 ordinary shares, par value US$0.0001 per share (the “Common StockOrdinary Shares”) of the Company (the “Firm StockSecurities”). The Company also proposes agrees to sell to the Underwriters, upon at the option of the Underwriters, an aggregate of not more than 5,700,000 ADSs (the “Optional Securities”), subject to the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”)stated herein. The Firm Stock Securities and the Optional Stock Securities are hereinafter collectively referred to as the “StockOffered Securities.” Unless the context otherwise requires, each reference to the Firm Securities, the Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Offered Shares”). ▇▇▇▇▇ and Company, LLC The ADSs are to be issued pursuant to a deposit agreement (the “CowenDeposit Agreement”), Evercore Group L.L.C. dated as of [·], 2018 among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders and beneficial holders from time to time of the American Depositary Receipts (“EvercoreADRs”) issued by the Depositary and ▇evidencing the ADSs. As part of the offering contemplated by this Agreement, the underwriters have agreed to reserve out of the Firm Securities purchased by them under this Agreement, up to 5% of the Firm Securities, for sale to the some of the Company’s directors, officers, employees, business associates and related persons as deignated by the Company (collectively, “Participants”) under a directed share program (the “Directed Share Program”) administered by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission Co. International plc (the “CommissionDesignated Underwriter”), as set forth in the General Disclosure Package (as defined herein) not earlier than three and the Final Prospectus (3as defined herein) years prior under the heading “Underwriting”. The Firm Securities to be sold by the Designated Underwriter and its affiliates pursuant to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations Directed Share Program (the “Rules and RegulationsDirected Shares”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received will be sold by the Company (Designated Underwriter pursuant to this Agreement. Any Directed Shares not subscribed for by the prospectus filed as part end of such registration statement in the form in business day on which it has most recently been filed with the Commission on or prior this Agreement is executed will be offered to the date of this Agreement, is hereinafter called public by the “Base Prospectus”Underwriters.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies The shareholders of iGATE Corporation, a Delaware Pennsylvania corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (collectively, the “Selling Stockholders”), severally propose to sell to ▇▇▇▇▇▇▇▇▇ & Company, Inc. (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 1,500,000 shares of the Company’s common stock, $0.001 par value $0.01 per share (the “Common Stock”) of the Company (the “Firm StockShares”). The Company also proposes 1,500,000 Shares to sell be sold by the Selling Stockholders are collectively called the “Firm Shares.” In addition, the Selling Stockholders have severally granted to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, Underwriter an option to purchase up to an additional 2,100,000 shares of Common Stock (225,000 Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule A, all as provided in Section 2. The additional 225,000 Shares to be sold by the Selling Stockholders pursuant to such option are collectively called the “Optional Stock”). Shares.” The Firm Stock Shares and, if and to the extent such option is exercised, the Optional Stock Shares are hereinafter collectively referred to as called the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “RepresentativesOffered Shares.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three a shelf registration statement on Form S-3 (3File No. 333-170042), and has prepared a base prospectus (the “Base Prospectus”) years prior to be used in connection with the date hereof; such public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and any post-effective amendment schedules thereto, became effective on filing and/or has been in the form in which it was declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received ), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” Any registration statement filed by the Company (pursuant to Rule 462(b) under the prospectus filed as part Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of such registration statement filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriter to confirm sales of the Offered Shares or in which it has most recently been filed with the Commission on or prior form first made available to the date Underwriter by the Company to meet requests of this Agreementpurchasers pursuant to Rule 173 under the Securities Act, is hereinafter called the “Prospectus.” The preliminary prospectus supplement dated May 1, 2012 describing the Offered Shares and the offering thereof, together with the Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, is called the “Preliminary Prospectus,” and including the Preliminary Prospectus and any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyother preliminary prospectus

Introductory. Dynavax Technologies CorporationDynagas LNG Partners LP, a Delaware corporation limited partnership organized under the laws of The Republic of The ▇▇▇▇▇▇▇▇ Islands (the “CompanyPartnership”) and Dynagas Finance Inc., a corporation incorporated under the laws of The Republic of The ▇▇▇▇▇▇▇▇ Islands (“Finance Inc.” and, together with the Partnership, the “Issuers”), proposes to sell, pursuant to the terms of this Agreement, to agree with the several underwriters Underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share for whom you are acting as representatives (the “Common StockRepresentatives”) ), pursuant to the terms of this agreement (this “Agreement”), to issue and sell to the Company Underwriters (the “Firm StockOffering”) $[—] aggregate principal amount of their [—]% Senior Notes due 2019 (the “Initial Notes”). The Company Issuers also proposes propose to sell grant to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, Underwriters an option to purchase up to an $[—] aggregate principal amount of additional 2,100,000 shares of Common Stock [—]% Senior Notes due 2019 (the “Optional Stock”). The Firm Stock Option Notes,” the Initial Notes and the Optional Stock are Option Notes being hereinafter collectively referred to as the “StockNotes”). ▇▇▇▇▇ The Notes are to be issued under a Base Indenture (the “Base Indenture”) dated as of August [—], 2014, by and Companyamong the Issuers and [—], LLC as Trustee (the “CowenTrustee”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Companyas supplemented by a Supplemental Indenture thereto, L.L.C. are acting to be dated as the representatives of the several Underwriters and in such capacity are hereinafter referred to Closing Date (as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781defined herein) in respect of the Stock has been filed with the Securities and Exchange Commission (the “CommissionSupplemental Indenture” and, together with the Base Indenture, the “Indenture”) not earlier ). To the extent there are no additional Underwriters listed in Schedule A other than three (3) years prior to you, the date hereof; such registration statementterm Representatives as used herein shall mean you, as Underwriters, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; terms Representatives and no stop order suspending Underwriters shall mean either the effectiveness of such registration statement singular or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by plural as the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”context requires.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies CorporationU S WEST Capital Funding, Inc., a Colorado corporation (the "Company"), proposes to issue and sell from time to time certain of its debt securities registered under the registration statements referred to in Section 2(a) (the "Debt Securities"). The Debt Securities will be unconditionally guaranteed as to payment of principal, premium, if any, and interest by U S WEST, Inc., a Delaware corporation (the “Company”"Guarantor"), proposes to selland will be issued under an Indenture dated as of April 15, pursuant to 1988, as amended by a First Supplemental Indenture dated as of November 1, 1995 and as further amended by the terms Trust Indenture Reform Act of this Agreement1990 (as amended, to the several underwriters named in Schedule A hereto "Indenture"), among the Company, the Guarantor and First National Bank of Santa Fe (formerly Banquest/First National Bank of Santa Fe), as Trustee (the “Underwriters,” or, each, an “Underwriter”"Trustee"), an aggregate in one or more series which series may vary as to interest rates, maturities, redemption provisions and selling prices and any other variable terms permitted by the Indenture, with all such terms for any particular series being determined at the time of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”)sale. The Company also proposes to sell to the UnderwritersUnderwriters (as hereinafter defined) one or more series of Debt Securities, upon each of the designation, with the terms and in the aggregate principal amount specified in Schedule I hereto (the "Securities"). Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price and on the other terms set forth in Section 3 hereofSchedule I hereto, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives principal amount of the several Underwriters and Securities set forth opposite its name in Schedule II hereto (plus any additional principal amount of Securities which such capacity are hereinafter referred Underwriter may become obligated to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior purchase pursuant to the date provisions of Section 12 hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”).) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies Corporation, a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Company, L.L.C. are LLC, a limited liability company organized in Puerto Rico, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Finance LLC, a Delaware limited liability company (each, an “Issuer” and together, the “Issuers”), propose to issue and sell to Banc of America Securities LLC (“BAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $750,000,000 aggregate principal amount of the Issuers’ 7 3/4% Senior Notes due 2018 (the “Notes”). BAS has agreed to act as the representatives representative of the several Underwriters Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). The Securities will be issued pursuant to an indenture, to be dated as of August 20, 2010 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of August 20, 2010 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Securities (the “Exchange Securities”) to be offered in exchange for the Securities (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Securities, and in each case, to use their best efforts to cause such capacity registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are hereinafter only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will initially be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ plc (“Parent”) and the other entities listed on Schedule B hereof as “Guarantors” (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “RepresentativesSecurities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect The Issuers understand that the Initial Purchasers propose to make an offering of the Stock has been filed Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 19331933 (as amended, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) has been received by or Regulation S under the Company Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated August 12, 2010 (the prospectus filed “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated August 12, 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as part of such registration statement in the form in which it has most recently been filed with “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Commission on or prior Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date of this Agreement, is hereinafter called hereof (the “Base ProspectusFinal Offering Memorandum”).) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies CorporationCephalon, Inc., a Delaware corporation (the “Company”), proposes to sellproposes, pursuant subject to the terms of this Agreementand conditions stated herein, to issue and sell to the several underwriters Underwriters named in Schedule A hereto (the “Underwriters,” or”) $800,000,000 principal amount of its 2.00% Convertible Senior Subordinated Notes due June 1, each2015 (the “Firm Securities”) and, an “Underwriter”)at the election of the Underwriters, solely to cover over-allotments, an aggregate of 14,000,000 shares up to an additional $120,000,000 principal amount of common stockits 2.00% Convertible Senior Subordinated Notes due June 1, $0.001 par value per share 2015 (the “Optional Securities”) (the Firm Securities and the Optional Securities which the Underwriters may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities”) to be issued under an indenture dated as of June 7, 2005 (the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (the “Trustee”). Under the terms of the Indenture, the Offered Securities are convertible, in whole or in part, into cash and shares of Common Stock”) , $.01 par value, of the Company (the “Firm StockUnderlying Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three a registration statement (3) years prior No. 333-112541), including a prospectus (the “Base Prospectus”), relating to the date hereof; such registration statementsale, in one or more offerings, of various securities of the Company (including the Offered Securities) and any post-effective amendment theretoshall promptly hereafter file with or transmit for filing to, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending a prospectus supplement (the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission “Prospectus Supplement”) specifically relating to the use of such registration statement or any post-effective amendment thereto Offered Securities pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated 424 under the Securities Act of 1933, as amended (the “Securities Act”) has been received by ). The term “Registration Statement” means the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyregistration

Introductory. Dynavax Technologies (a) TriMas Corporation, a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named Purchasers listed in Schedule A 1 hereto (the “Underwriters,” or, each, an “UnderwriterPurchasers”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share for whom you are acting as representative (the “Common StockRepresentative”) ), $ principal amount of the Company its % [Senior] [Subordinated] Notes due (the “Firm StockOffered Securities”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up Offered Securities will be issued pursuant to an additional 2,100,000 shares Indenture to be dated as of Common Stock , 200 (the “Optional StockIndenture”). The Firm Stock and ) among the Optional Stock are hereinafter collectively referred to as Company, [list guarantors][the guarantors listed in Schedule 2 hereto] (the “StockGuarantors”. ▇▇▇▇▇ ) and Company[trustee], LLC as trustee (the “CowenTrustee”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives may be guaranteed on an unsecured [senior][subordinated] basis by each of the several Underwriters and in such capacity are hereinafter referred to as Guarantors (the “RepresentativesGuarantees”).” A registration statement” on Form S-3, as amended (File No. 333-219781b) in respect of the Stock The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”) has been received by ), a registration statement on Form S-3 (File No. 333-172525), including a prospectus, relating to the Company (Offered Securities. Such registration statement, as amended at the prospectus filed as time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement in the form in which (and any amendments thereto) before it has most recently been becomes effective, any prospectus filed with the Commission on pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Offered Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the date time when sales of this Agreement, is hereinafter called the Offered Securities were first made (the “Base ProspectusApplicable Time”.) Such registration statement), including all exhibits theretothe following information shall have been prepared (collectively, but excluding Form T-1the “General Disclosure Package”): a Preliminary Prospectus dated , 20 , and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act, “Free Writing Communication”) listed on Annex B hereto as constituting part of the General Disclosure Package. The Company and the Guarantors acknowledge and agree that the Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company, the Guarantors or any prospectus supplement other person. Additionally, neither the Representative nor any other Purchaser is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Purchasers shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representative or any Purchaser of the Company, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the Stock that is filed benefit of the Representative or such Purchaser, as the case may be, and shall not be on behalf of the Company, the Guarantors or any other person.. Each of the Company and each of the Guarantors hereby agrees with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyseveral Purchasers as follows:

Introductory. Dynavax Technologies CorporationSesen Bio, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), ) an aggregate of 14,000,000 20,410,000 shares (the “Shares”) of its common stock, par value $0.001 par value per share (the “Common Stock”) and warrants to purchase 20,410,000 shares of the Company Common Stock (the “Firm StockWarrants,” and together with the Shares, the “Securities”). The Company also proposes to sell to the Underwriters, upon ) on the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 the Warrant. The shares of Common Stock (underlying the “Optional Stock”). The Firm Stock and the Optional Stock Warrants are hereinafter collectively referred to herein as the “Stock”. ▇▇▇▇▇ and Company, Warrant Shares.” Canaccord Genuity LLC (“Cowen”), Evercore Group L.L.C. (“EvercoreCanaccord”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting has agreed to act as the representatives representative of the several Underwriters and (in such capacity capacity, the “Representative”) in connection with the offering and sale of the Securities. To the extent there are hereinafter referred to no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the “Representatives.” A registration statement” on Form S-3, as amended (File Nocontext requires. 333-219781) in respect of the Stock The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three a shelf registration statement on Form S-3, File No. 333-223750, including a base prospectus (3the “Base Prospectus”) years prior to be used in connection with the date hereof; such public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and any post-effective amendment schedules thereto, in the form in which it became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received ), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company (pursuant to Rule 462(b) under the prospectus filed as part of such registration statement Securities Act in the form in which it has most recently been filed connection with the Commission on or prior to offer and sale of the date of this Agreement, Securities is hereinafter called the “Base Prospectus”.Rule 462(b) Such registration statement, including all exhibits thereto, but excluding Form T-1, Registration Statement,” and including from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelydated June 18,

Introductory. Dynavax Technologies Corporation▇. ▇. ▇▇▇▇, Inc., a Delaware New Jersey corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of 14,000,000 shares of common stock, $0.001 par value per share the Company’s 1.375% Notes due 2018 (the “Common Stock”) of the Company (the “Firm StockNotes”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Company▇▇▇▇▇ Incorporated, L.L.C. are acting ▇▇▇▇▇▇▇, Sachs & Co. and ▇▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters and (in such capacity are hereinafter referred to as capacity, the “Representatives.” A registration statement” on Form S-3”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an indenture, dated as of December 20, 2010 (the “Base Indenture”), between the Company and ▇▇▇▇▇ Fargo, National Association, as amended trustee (File Nothe “Trustee”). 333-219781) in respect Certain terms of the Stock Notes will be established pursuant to a second supplemental indenture to the Base Indenture (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Blanket Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company and the Depositary. The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) has been received by the Company on Form S-3 (File No. 333-171166), which contains a base prospectus (the prospectus filed as part “Base Prospectus”), to be used in connection with the public offering and sale of such debt securities, including the Notes, and other securities of the Company, and the offering thereof from time-to-time in accordance with Rule 415 under the Securities Act. Such registration statement statement, including the financial statements, exhibits and schedules thereto, in the form in which it has most recently been filed with became effective under the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statementSecurities Act, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating required information deemed to be a part thereof at the Stock that is filed with the Commission and deemed by virtue time of effectiveness pursuant to Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyunder the

Introductory. Dynavax Technologies CorporationAmerican Capital Strategies, Ltd., a Delaware corporation (the “Company”), proposes to sell, pursuant to confirms its agreement with the terms Representatives (as defined below) and each of this Agreement, to the several underwriters other Underwriters named in Schedule A attached hereto and made a part hereof (collectively, the “Underwriters”) with respect to (a) the sale by the Company and purchase by the Underwriters, acting severally and not jointly, of their respective portions of $ • aggregate principal amount of the Company’s • Notes due • (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm StockSecurities”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up Securities will be issued pursuant to an additional 2,100,000 shares Indenture dated as of Common Stock (April 26, 2007, by and between the “Optional Stock”). The Firm Stock Company, as issuer, and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and CompanyFargo Bank, LLC National Association, as trustee (the “CowenTrustee”), Evercore Group L.L.C. as supplemented by a Supplemental Indenture thereto to be dated as of • (collectively, the “EvercoreIndenture”) ). [Underwriter] and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting [Underwriter] have agreed to act as the representatives of each of the several Underwriters and (in such capacity are hereinafter referred to as capacity, the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781”) in respect connection with the offering and sale of the Stock Securities. The Company has been filed with the United States Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the “Securities Act”) has been received by and the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the prospectus filed as part of such “Investment Company Act”), a registration statement on Form N-2 for the offer and sale of an aggregate amount of $7,000,000,000 of securities (File No. 333- ), which registration statement became effective on , 2008, a copy of which has heretofore been delivered to you. The Company proposes to file with the Commission pursuant to Rule 497 under the Securities Act, a supplement, dated as of •, to the final prospectus dated as of , 2008, relating to the Securities and the method of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Securities set forth therein. Such registration statement, including the exhibits thereto, as amended at the date hereof, is hereinafter called the “Registration Statement”; such prospectus, in the form in which it has most recently been filed with was included in the Commission on or prior to Registration Statement at the date of this Agreementtime it was declared effective, is hereinafter called the “Base Basic Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus ; such supplement relating to the Stock that is Basic Prospectus, in the form in which it will be filed with the Commission pursuant to Rule 497 under the Securities Act, is hereinafter called the “Prospectus Supplement” and deemed by virtue of Rule 430B the Basic Prospectus and Prospectus Supplement together are hereinafter called the “Prospectus.” The Prospectus, subject to completion, used in connection with a public offering is called a “Preliminary Prospectus.” All references in this underwriting agreement (this “Agreement”) to the Registration Statement, the Preliminary Prospectus, the Prospectus, or any amendments or supplements to any of the Rules foregoing, shall include any copy thereof filed, as applicable, with the Commission pursuant to its Electronic Data Gathering, Analysis and Regulations to be part of such registration statement, are hereinafter collectivelyRetrieval System (“▇▇▇▇▇”). The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. Dynavax Technologies CorporationDUKE ENERGY CORPORATION, a Delaware corporation (the “CompanyCorporation”), proposes to selland Credit Suisse Capital LLC (“Credit Suisse Capital”) and ▇.▇. ▇▇▇▇▇▇ Securities LLC, pursuant to each in its capacity as agent and affiliate of a Forward Purchaser (as defined below) and/or seller of Shares (as defined below) hereunder (each in such capacity, a “Forward Seller” and collectively, the terms “Forward Sellers”), at the request of this Agreementthe Corporation in connection with the Forward Sale Agreements (as defined below), to confirm their respective agreements with you and each of the several underwriters named Underwriters listed in Schedule A I hereto (the “Underwriters,” or, each, an “Underwriter”), for whom you are acting as representatives (the “Representatives”), with respect to (a) subject to Section 11 hereof, the sale by the Forward Sellers and the purchase by the Underwriters, in each case acting severally and not jointly, of an aggregate of 14,000,000 18,500,000 shares of common stock, par value $0.001 par value per share share, of the Corporation (such common stock, the “Common Stock” and such shares of Common Stock, the “Borrowed Underwritten Shares”) of and (b) the Company (grant by the “Firm Stock”). The Company also proposes to sell Corporation to the Underwriters, upon acting severally and not jointly, of the terms and conditions set forth option described in Section 3 hereof, up 4 hereof to purchase all or any portion of an additional 2,100,000 2,775,000 shares of Common Stock (the “Optional StockBorrowed Option Shares”). The Firm Stock Corporation understands that the several Underwriters propose to offer the Shares (as defined below) for sale upon the terms and conditions contemplated by (i) this Agreement and (ii) the Base Prospectus, the Preliminary Prospectus (each, as defined in Section 2 hereof), any Permitted Free Writing Prospectus (as defined in Section 7 hereof) issued at or prior to the Applicable Time (as defined below) and the Optional Stock information included on Schedule II hereto (such documents and information referred to in this subclause (ii) are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“CowenPricing Disclosure Package”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies CorporationGray Media, Inc. (f/k/a Gray Television, Inc.), a Delaware Georgia corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto issue and sell (the “Underwriters,” orSale”) to the [Purchaser] and its affiliates signatory hereto (collectively, each, an the “UnderwriterPurchasers”), an $[ ] aggregate principal amount of 14,000,000 shares of common stock, $0.001 par value per share the Company’s 9.625% Senior Secured Second Lien Notes due 2032 (the “Common StockAdditional Notes”) in connection with its offering of the Company (the “Firm Stock”)$250,000,000 total aggregate principal amount of Additional Notes. The Company also proposes to sell to Purchasers understand that the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A Sale is being made without registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by ,” which term, as used herein, includes the Company (the prospectus filed as part rules and regulations of such registration statement in the form in which it has most recently been filed with the Commission on promulgated thereunder), or prior any securities laws of any state of the United States or of any other jurisdiction, and that the Sale is only being made to investors who are institutional “accredited investors” within the date meaning of this AgreementRule 501 of Regulation D under the Securities Act that are also “qualified institutional buyers” (within the meaning of Rule 144A under the Securities Act) in reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Securities (as defined below) will be issued pursuant to that certain indenture, is hereinafter called dated as of July 18, 2025 (the “Base ProspectusIndenture”.), among the Company, the Guarantors (as defined below) Such registration statementand U.S. Bank Trust Company, including National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “2L Collateral Agent”), as supplemented by a supplemental indenture, to be dated as of the Closing Date (as defined below), among the Company, the Guarantors and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Company has previously issued $900,000,000 in aggregate principal amount of its 9.625% Senior Secured Second Lien Notes due 2032 under the Base Indenture (the “Existing Notes”). The Additional Notes, when issued, will constitute “Additional Notes” (as such term is defined in the Base Indenture). Except as otherwise described in the Disclosure Package (as defined below), the Additional Notes will have substantially identical terms to the Existing Notes and will be treated together with the Existing Notes as a single series of debt securities for all exhibits theretopurposes under the Indenture. The payment of principal of, but excluding Form T-1premium, if any, and including interest on the Additional Notes will be fully and unconditionally guaranteed on a senior secured second lien basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any prospectus supplement relating to subsidiary of the Stock Company formed or acquired after the Closing Date that is filed executes a guarantee in accordance with the Commission and deemed by virtue of Rule 430B terms of the Rules Indenture (the entities referred to in (i) and Regulations (ii) together, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Additional Notes and the Guarantees attached thereto are herein together referred to as the “Securities.” The Additional Notes will be part issued only in book-entry form in the name of such registration statementCede & Co., are hereinafter collectivelyas nominee of The Depository Trust Company ( “DTC”).

Introductory. Dynavax Technologies CorporationPPL Capital Funding, Inc., a Delaware corporation (the “Company”), a subsidiary of PPL Corporation, a Pennsylvania corporation (the “Guarantor”), proposes to issue and sell, pursuant to the terms of this Agreement, to and the several underwriters Underwriters named in Schedule A hereto Section 3 hereof (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share for whom you are acting as representatives (the “Common StockRepresentatives”) of the Company (the “Firm Stock”). The Company also proposes propose, severally and not jointly, to sell to the Underwriterspurchase, upon the terms and conditions set forth in Section 3 hereofherein, up to an additional 2,100,000 shares $500,000,000 aggregate principal amount of Common Stock the Company’s 2007 Series A Junior Subordinated Notes due 2067 (the “Optional StockNotes”) to be issued under a Subordinated Indenture, dated as of March 1, 2007, among the Company, the Guarantor and The Bank of New York, as trustee thereunder (the “Trustee”), as supplemented by Supplemental Indenture No. 1 thereto relating to the Notes, dated as of March 1, 2007 (“Supplemental Indenture No. 1”) (as so supplemented, the “Indenture”). The Firm Stock Notes will be fully and unconditionally guaranteed as to payment of principal, interest and any premium by the Guarantor on a subordinated basis pursuant to guarantees of the Guarantor (the “Guarantees”). The Company and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been Guarantor have filed with the Securities and Exchange Commission (the “Commission”) not earlier than three a joint automatic shelf registration statement on Form S-3 (3) years prior to Nos. 333-132574 and 333-132574-02), including the date hereof; such related preliminary prospectus or prospectuses, which registration statement, and any post-effective amendment thereto, statement became effective on upon filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to under Rule 401(g)(2462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Rules and Securities Act Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such ). Such registration statement in covers the form in which it has most recently been filed with registration of the Commission on or prior to Notes and the Guarantees under the Securities Act. Promptly after the date of this Agreement, the Company and the Guarantor will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is hereinafter deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Notes that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company, the Guarantor and the Representatives) is herein called the a “Base Prospectus”preliminary prospectus.) ” Such registration statement, at any given time, including all the amendments thereto to such time, the exhibits theretoand any schedules thereto at such time, but excluding the documents incorporated by reference therein pursuant to Item 12 of Form T-1S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, and including any is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus supplement relating in the form first furnished to the Stock Underwriters for use in connection with the offering of the Notes, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“E▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by virtue of Rule 430B of the Rules and Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such registration statementpreliminary prospectus or the Prospectus, are hereinafter collectivelyas the case may be.

Introductory. Dynavax Technologies PPL Electric Utilities Corporation, a Delaware Pennsylvania corporation (the “Company”), proposes to issue and sell, pursuant to the terms of this Agreement, to and the several underwriters Underwriters named in Schedule A hereto Section 3 hereof (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share for whom you are acting as representatives (the “Common Stock”) of the Company (the “Firm StockRepresentatives”). The Company also proposes , propose, severally and not jointly, to sell to the Underwriterspurchase, upon the terms and conditions set forth in Section 3 hereofherein, up to an additional 2,100,000 shares $300,000,000 aggregate principal amount of Common Stock the Company’s First Mortgage Bonds, 6.25% Series due 2039 (the “Optional StockBonds”) to be issued under an Indenture, dated as of August 1, 2001, between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be supplemented by Supplemental Indenture No. 10 relating to the Bonds (the “Supplemental Indenture”), to be dated as of May 1, 2009 (such Indenture, as so supplemented, the “Indenture”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock Company has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three an automatic shelf registration statement (3No. 333-158200-01) years prior to on Form S-3, including the date hereof; such related preliminary prospectus or prospectus, which registration statement, and any post-effective amendment thereto, statement became effective on upon filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to under Rule 401(g)(2462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Rules and Securities Act Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such ). Such registration statement in covers the form in which it has most recently been filed with registration of the Commission on or prior to Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is hereinafter deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement, is herein called the a “Base Prospectus”preliminary prospectus.) ” Such registration statement, at any given time, including all the amendments or supplements thereto to such time, the exhibits theretoand any schedules thereto at such time, but excluding the documents incorporated by reference therein pursuant to Item 12 of Form T-1S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, and is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including any the related prospectus supplement relating and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof is herein called the “Prospectus.” For purposes of this Agreement, all references to the Stock that is Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by virtue of Rule 430B of the Rules and Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, such registration statementpreliminary prospectus or the Prospectus, are hereinafter collectivelyas the case may be.

Introductory. Dynavax Technologies CorporationThis Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity LLC, (“ThinkEquity” or the “Placement Agent”) shall be engaged by iSpecimen Inc., a corporation formed under the laws of the State of Delaware corporation (the “Company”), proposes to sellact as the exclusive Placement Agent in connection with the private placement (hereinafter referred to as the “Offering”) of securities of the Company, pursuant as more fully described below. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the terms Securities Purchase Agreement (defined below). The Offering will consist of this Agreement, to the several underwriters named in Schedule A hereto an aggregate of (i)1,749,999 shares (the “Underwriters,” or, each, an “UnderwriterShares”), an aggregate ) of 14,000,000 shares of the Company’s common stock, $0.001 0.0001 par value per share (the “Common Stock”) of the Company and warrants (the “Firm StockWarrants” and, together with the Shares, the “Securities”). The Company also proposes ) to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 purchase 1,312,500 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“CowenWarrant Shares”), Evercore Group L.L.C. o the basis of one Share and three-quarters of a Warrant. Each person desiring to purchase Securities in the Offering will be required to (“Evercore”i) execute and deliver to the Company a fully completed Securities Purchase Agreement; and (ii) transmit the full amount of the purchase price of the Securities subscribed for to the Company, in accordance with the following instructions: Bridge Bank, Account: 8069873343, Wire Routing No.1▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting unless the Company and the Investors agree to wire transfer to a separate account specified in writing between the parties. The Securities will be offered and sold to the Investors (as defined below) in the representatives Offering pursuant to the exemption from the registration requirements of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3Securities Act of 1933, as amended (File No. 333-219781) in respect amended, and the rules and regulations of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three thereunder (3) years prior to the date hereof; such registration statementcollectively, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(a)(2) has been received of the Securities Act and Rule 506(b) of Regulation D promulgated by the Company Commission under the Securities Act (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base ProspectusRegulation D”).) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies CorporationDynegy Holdings Inc., a Delaware corporation (the “Company”), proposes to sellproposes, pursuant subject to the terms of this Agreementand conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters,” orPurchasers”) (a) US $1,100,000,000 7.75% Senior Unsecured Notes due 2019 (the “2019 Notes”) and (b) U.S. $550,000,000 7.50% Senior Unsecured Notes due 2015 (the “2015 Notes”, eachtogether with the 2019 Notes the “Offered Securities”) to be issued under a third supplemental indenture to be dated as of May 24, an 2007 to the indenture dated September 26, 1996, as amended and restated as of March 23, 1998, amended and restated as of March 14, 2001 and supplemented by a first supplemental indenture dated as of July 25, 2003 and a second supplemental indenture dated as of April 12, 2006 (collectively, the “UnderwriterIndenture”), between the Company and Wilmington Trust Company (as successor to JPMorgan Chase Bank, N.A.), as Trustee, on a private placement basis pursuant to an aggregate exemption under Section 4(2) of 14,000,000 shares the United States Securities Act of common stock, $0.001 par value per share 1933 (the “Common StockSecurities Act”) ), and hereby agrees with the several Purchasers as follows. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Company and the Purchasers (the “Firm Stock”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“CowenRegistration Rights Agreement”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as pursuant to which the representatives of the several Underwriters and in such capacity are hereinafter referred Company has agreed to as the “Representatives.” A file a registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed statement with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to exchange the date hereof; such registration statement, Offered Securities for a new class of securities issued under the Indenture and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated registered under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior subject to the date of this Agreement, is hereinafter called the “Base Prospectus”terms and conditions therein specified.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies CorporationProLogis, a Delaware corporation Maryland real estate investment trust (the “"Company”"), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “"Underwriters,” or, each, an “Underwriter”"), an aggregate of 14,000,000 shares of common stockacting severally and not jointly, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to sell to the Underwriters, upon the terms and conditions respective amounts set forth in Section 3 hereof, up to an additional 2,100,000 shares such Schedule A hereto of Common Stock $300,000,000 aggregate principal amount of the Company's 5.50% Notes due 2013 (the “Optional Stock”"Notes"). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, Banc of America Securities LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”"BAS") and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting has agreed to act as the representatives representative of the several Underwriters and (in such capacity are hereinafter referred capacity, the "Representative") in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an indenture, dated as of March 1, 1995 (the “Representatives.” A registration statement” on Form S-3"Indenture"), between the Company and U.S. Bank National Association (formerly State Street Bank and Trust Company), as amended trustee (File Nothe "Trustee"). 333-219781) in respect Certain terms of the Stock Notes will be established pursuant to Board Resolutions (as defined in the Indenture) adopted by the Company pursuant to Section 301 of the Indenture. Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary"), pursuant to a Letter of Representations, to be dated as of the Closing Date (as defined in Section 2 below), among the Company, the Trustee and the Depositary. The Company has been prepared and filed with the Securities and Exchange Commission (the “"Commission”") not earlier than three registration statements on Form S-3 (3File Nos. 333-79813 and 333-39797) years prior to for the date hereof; such registration statement, of debt securities (including the Notes) and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection other securities of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated Company under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “"Securities Act”) "), and the offering thereof from time to time in accordance with Rule 415 of the Securities Act. Such registration statement has been received declared effective by the Commission and the Company (the prospectus has filed such post-effective amendments thereto as part of such registration statement in the form in which it has most recently been filed with the Commission on or may be required prior to the date execution of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, Agreement and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of each such registration statement, are hereinafter collectivelypost-effective

Introductory. Dynavax Technologies PPL Electric Utilities Corporation, a Delaware Pennsylvania corporation (the “Company”), proposes to issue and sell, pursuant to the terms of this Agreement, to and the several underwriters Underwriters named in Schedule A hereto Section 3 hereof (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share for whom you are acting as representatives (the “Common Stock”) of the Company (the “Firm StockRepresentatives”). The Company also proposes , propose, severally and not jointly, to sell to the Underwriterspurchase, upon the terms and conditions set forth in Section 3 hereofherein, up to an additional 2,100,000 shares $250,000,000 aggregate principal amount of Common Stock the Company’s First Mortgage Bonds, 5.20% Series due 2041 (the “Optional StockBonds”) to be issued under an Indenture, dated as of August 1, 2001, between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be supplemented by Supplemental Indenture No. 12 relating to the Bonds (the “Supplemental Indenture”), to be dated as of July 1, 2011 (such Indenture, as so supplemented, the “Indenture”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock Company has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three an automatic shelf registration statement (3No. 333-158200-01) years prior to on Form S-3, including the date hereof; such related preliminary prospectus or prospectus, which registration statement, and any post-effective amendment thereto, statement became effective on upon filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to under Rule 401(g)(2462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Rules and Securities Act Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such ). Such registration statement in covers the form in which it has most recently been filed with registration of the Commission on or prior to Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is hereinafter deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement, is herein called the a “Base Prospectus”preliminary prospectus.) ” Such registration statement, at any given time, including all the amendments or supplements thereto to such time, the exhibits theretoand any schedules thereto at such time, but excluding the documents incorporated by reference therein pursuant to Item 12 of Form T-1S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, and is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including any the related prospectus supplement relating and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof is herein called the “Prospectus.” For purposes of this Agreement, all references to the Stock that is Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by virtue of Rule 430B of the Rules and Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, such registration statementpreliminary prospectus or the Prospectus, are hereinafter collectivelyas the case may be.

Introductory. Dynavax Technologies AK Steel Corporation, a Delaware corporation (the “Company”) and AK Steel Holding Corporation (the “Guarantor” or “Parent”), proposes to sell, pursuant to the terms of this Agreement, to agree with the several underwriters Underwriters named in Schedule A hereto (the “Underwriters,” or”) to issue and sell to the several Underwriters $150,000,000 principal amount (“Firm Securities”) of its 5.00% Exchangeable Senior Notes due 2019 (“Securities”) and also agrees to issue and sell to the Underwriters, each, an “Underwriter”)at the option of the Underwriters, an aggregate of 14,000,000 shares not more than $22,500,000 additional principal amount (“Optional Securities”) of common stockits Securities as set forth below, $0.001 par value per share all to be issued under a base indenture, dated as of May 11, 2010 (the “Common StockBase Indenture”) ), as supplemented by a supplemental indenture, dated as of the Company First Closing Date (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantor and U.S. Bank National Association, as Trustee. The Firm StockSecurities and the Optional Securities are herein collectively called the “Offered Securities”. The Offered Securities will be guaranteed on an unsecured senior basis by the Guarantor (such guarantee, the “Guarantee”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares hereby confirms its engagement of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CompanyCo. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) as, L.L.C. are acting and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby confirms its agreement with the Company to render services as, the “qualified independent underwriter,” within the meaning of Rule 5121(f)(12) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) with respect to the offering and sale of the Offered Securities. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, solely in its capacity as the representatives of the several Underwriters qualified independent underwriter and in such capacity are hereinafter not otherwise, is referred to herein as the “RepresentativesQIU.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies PHH Corporation, a Delaware Maryland corporation (the “"Company”"), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “"Commission”) not earlier than three "), and the Commission declared effective on June 5, 1997, a registration statement on Form S-3 (3) years prior Registration No. 333-27715, hereinafter called the "Registration Statement"), covering up to U.S. $3,000,000,000 aggregate principal amount of the Company's debt securities (the "Securities"). Any reference herein to the date hereof; such registration statementterm "Registration Statement" shall be deemed to refer, unless the context otherwise indicates, to the Registration Statement, including the form of final prospectus, financial statements and other documents included or incorporated by reference therein and all exhibits included therein, as from time to time amended, and any post-effective amendment theretothe term "Prospectus" shall be deemed to refer collectively, became effective on filing and/or has been declared effective by unless the context otherwise indicates, to the final prospectus in the form filed with the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2424(b) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 19331933 (the "Act") and each prospectus as supplemented mailed to the Commission pursuant to Rule 424(c) under the Act, including documents incorporated by reference therein, as from time to time amended or supplemented (exclusive of any supplements relating solely to Securities that are not Offered Securities as hereinafter defined). The Securities will be issued under one or more indentures (the “"Indentures") identified and described in the Registration Statement between the Company and one or more commercial banks, as trustees (the "Trustees"). One class of Securities Act”that the Company is authorized to issue under the Indentures is Medium-Term Notes (the "Offered Securities"). Without limitation on the Company's right to sell all other classes of Securities through underwriters (which may include any or all of you) has been received or dealers, or directly to one or more institutional investors, or through agents (which may include any or all of you), and without limitation on the Company's right to sell Offered Securities through other agents as provided in Section 3(a) hereof, the Company confirms its agreement with you with respect to the issue and sale by the Company of up to U.S. $3,000,000,000 (or the prospectus filed as part of such registration statement equivalent in the form in which it has most recently been filed with the Commission on foreign currency or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.currency units) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B principal amount of the Rules and Regulations Offered Securities issued under the Indentures, subject to be part reduction as a result of such registration statement, are hereinafter collectivelythe concurrent sale of other Securities of the Company.

Introductory. Dynavax Technologies Old Republic International Corporation, a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) $275,000,000 in aggregate principal amount of the Company its 8.00% Convertible Senior Notes due 2012 (the “Firm StockNotes”). The In addition, the Company also proposes to sell has granted to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, Underwriters an option to purchase up to an additional 2,100,000 shares $41,250,000 in aggregate principal amount of Common Stock its 8.00% Convertible Senior Notes due 2012 (the “Optional StockNotes” and, together with the Firm Notes, the “Notes”). The Firm Stock and the Optional Stock are hereinafter collectively referred to , as the “Stock”provided in Section 2. ▇▇▇▇▇▇▇ and Company▇▇▇▇▇, LLC ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated has agreed to act as the representative of the several Underwriters (“Cowen▇▇▇▇▇▇▇ ▇▇▇▇▇” and in such capacity, the “Representative”) in connection with the offering and sale of the Notes. To the extent there are no additional Underwriters listed on Schedule A other than you, the term Underwriters as used herein shall mean you, as the sole Underwriter. The term Underwriters shall mean either the singular or plural as the context requires. The Company and the Underwriters agree that up to $2,000,000 of the Firm Notes to be purchased by the Underwriters (the “Directed Notes”) shall be reserved for sale at the public offering price by the Underwriters to certain eligible directors and officers of the Company (collectively, the “DNP Participants”), Evercore Group L.L.C. as part of the distribution of the Notes by the Underwriters (the “Directed Note Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority (“EvercoreFINRA”) and all other applicable laws, rules and regulations. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as shall be selected to process the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior sales to the date hereof; DNP Participants under the Directed Note Program. To the extent that such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective Directed Notes are not orally confirmed for purchase by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened DNP Participants by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission noon New York City time on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating such Directed Notes may be offered to the Stock that is filed public as set forth in the Registration Statement, the Disclosure Package and the Prospectus (as defined below). The Company has supplied ▇▇▇▇▇▇▇ ▇▇▇▇▇ with the Commission names, addresses and deemed by virtue of Rule 430B telephone numbers of the Rules and Regulations individuals or other entities that the Company has designated to be part of such registration statement, are hereinafter collectivelyparticipants in the Directed Note Program.

Introductory. Dynavax Technologies CorporationAmerican Capital, Ltd., a Delaware corporation (the “Company”), proposes to sell, pursuant to confirms its agreement with the terms Representatives (as defined below) and each of this Agreement, to the several underwriters other Underwriters named in Schedule A attached hereto and made a part hereof (collectively, the “Underwriters”) with respect to (a) the sale by the Company and purchase by the Underwriters, acting severally and not jointly, of their respective portions of $· aggregate principal amount of the Company’s · Notes due · (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm StockSecurities”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up Securities will be issued pursuant to an additional 2,100,000 shares Indenture dated as of Common Stock , 2009, by and between the Company, as issuer, and [ ], as trustee (the “Optional StockTrustee”), as supplemented by a Supplemental Indenture thereto to be dated as of · (collectively, the “Indenture”). The Firm Stock [Underwriter] and the Optional Stock are hereinafter collectively referred [Underwriter] have agreed to act as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of each of the several Underwriters and (in such capacity are hereinafter referred to as capacity, the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781”) in respect connection with the offering and sale of the Stock Securities. The Company has been filed with the United States Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the “Securities Act”) has been received by and the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the prospectus filed as part of such “Investment Company Act”), a registration statement on Form N-2 for the offer and sale of an aggregate amount of $1,500,000,000 of securities (File No. 333- ), which registration statement became effective on , 2009, a copy of which has heretofore been delivered to you. The Company proposes to file with the Commission pursuant to Rule 497 under the Securities Act, a supplement, dated as of ·, to the final prospectus dated as of , 2009, relating to the Securities and the method of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Securities set forth therein. Such registration statement, including the exhibits thereto, as amended at the date hereof, is hereinafter called the “Registration Statement”; such prospectus, in the form in which it has most recently been filed with was included in the Commission on or prior to Registration Statement at the date of this Agreementtime it was declared effective, is hereinafter called the “Base Basic Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus ; such supplement relating to the Stock that is Basic Prospectus, in the form in which it will be filed with the Commission pursuant to Rule 497 under the Securities Act, is hereinafter called the “Prospectus Supplement” and deemed by virtue of Rule 430B the Basic Prospectus and Prospectus Supplement together are hereinafter called the “Prospectus.” The Prospectus, subject to completion, used in connection with a public offering is called a “Preliminary Prospectus.” All references in this underwriting agreement (this “Agreement”) to the Registration Statement, the Preliminary Prospectus, the Prospectus, or any amendments or supplements to any of the Rules foregoing, shall include any copy thereof filed, as applicable, with the Commission pursuant to its Electronic Data Gathering, Analysis and Regulations to be part of such registration statement, are hereinafter collectivelyRetrieval System (“▇▇▇▇▇”). The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. Dynavax Technologies CorporationAllied World Assurance Company Holdings, Ltd, a Delaware corporation Bermuda exempted company (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of 14,000,000 shares of common stock, $0.001 par value per share the Company’s 5.50% Senior Notes due 2020 (the “Common Stock”) of the Company (the “Firm StockNotes”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇▇▇ and CompanyLynch, LLC Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“Cowen”), Evercore Group L.L.C. (“EvercoreMLPF&S”) and ▇▇▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ & Company, L.L.C. are acting Fargo”) have agreed to act as the representatives of the several Underwriters and (in such capacity are hereinafter referred to as capacity, the “Representatives.” A registration statement” on Form S-3”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an indenture, dated as of November 15, 2010 (the “Base Indenture”), to be entered into between the Company and The Bank of New York Mellon, as amended trustee (File Nothe “Trustee”). 333-219781) in respect Certain terms of the Stock Notes will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such a registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commissionon Form S-3 (File No. 333-148409), and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations which contains a base prospectus (the “Rules Base Prospectus”), to be used in connection with the public offering and Regulations”) promulgated sale of debt securities, including the Notes, and other securities of the Company under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1), and including any prospectus supplement relating the offering thereof from time to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelytime in accordance with

Introductory. Dynavax Technologies CorporationRamaco Resources, Inc., a Delaware corporation (the “Company”), ) proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stockfor whom Lucid Capital Markets, $0.001 par value per share LLC is acting as representative (the “Common StockRepresentative”) ), $57,000,000 aggregate principal amount of the Company its 8.250% Senior Notes due 2030 (the “Firm StockSecurities”), to be issued pursuant to the provisions of an Indenture, dated July 13, 2021 (the “Base Indenture”) between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”), as supplemented by a Third Supplemental Indenture to be dated as of the Closing Date between the Company and the Trustee (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Company also proposes to issue and sell to the several Underwriters not more than an additional $8,000,000 aggregate principal amount of its 8.250% Senior Notes due 2030 (the “Optional Securities”), if and to the extent that the Representative shall have elected to exercise, on behalf of the Underwriters, upon the terms and conditions set forth right to purchase Optional Securities pursuant to the option granted to the Underwriters in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock Securities and the Optional Stock Securities are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “RepresentativesSecurities.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock The Company has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three a shelf registration statement on Form S-3 (3) years No. 333-274324), which registration statement included a related base prospectus (the “Base Prospectus”), relating to certain securities, including the Securities. Such registration statement, including any amendments thereto filed prior to the date hereof; such registration statementApplicable Time (as defined below), and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by and the rules and regulations thereunder. The Company (the will prepare a prospectus filed as part of such registration statement in the form in which it has most recently been filed accordance with the Commission on or prior to the date provisions of this Agreement, is hereinafter called the “Base Prospectus”.paragraph (b) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B 424 (“Rule 424(b)”) of the Rules and Regulations and shall file such prospectus with the Commission prior to 5:30 p.m. (Eastern Time) on the second SEC Business Day following the date of this Underwriting Agreement (this “Agreement”). Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B of the Act (“Rule 430B”) is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of Securities that omitted Rule 430B Information is herein called a “preliminary prospectus.” Except where the context otherwise requires, the shelf registration statement on Form S-3 filed by the Company with the Commission (No. 333-274324), on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement, collectively, are hereinafter collectivelyherein called the “Registration Statement,” and the Base Prospectus, as supplemented by the final prospectus supplement, in the form first used by the Company in connection with confirmation of sales of the Securities, is herein called the “Prospectus.” Any reference in this Agreement to the Registration Statement, the General Disclosure Package (defined below), the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of each Effective Time or the Execution Time (defined below) or the date of the Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system (or any successor system) (“E▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the General Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, and all references in this Agreement to amendments or supplements to the Registration Statement, the General Disclosure Package or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, which is or is deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be. Any reference herein to the Registration Statement, the General Disclosure Package, the Prospectus or any Permitted Free Writing Prospectus (as defined below) shall, unless otherwise stated, be deemed to refer to and include the documents, if any, incorporated, or deemed to be incorporated, by reference therein. For purposes of this Agreement:

Introductory. Dynavax Technologies CorporationWAVE Life Sciences Ltd. (Company Registration Number: 201218209G), a Delaware corporation company incorporated under the laws of the Republic of Singapore (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), ) an aggregate of 14,000,000 shares 4,166,667 of common stockits ordinary shares, $0.001 no par value per share (the “Common Stock”) of the Company (the “Firm StockShares”). The 4,166,667 Shares to be sold by the Company also proposes to sell are called the “Firm Shares.” In addition, the Company has granted to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, Underwriters an option to purchase up to an additional 2,100,000 shares of Common Stock (625,000 Shares as provided in Section 2. The additional 625,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Stock”). Shares.” The Firm Stock Shares and, if and to the extent such option is exercised, the Optional Stock Shares are hereinafter collectively referred to as called the “Stock”. Offered Shares.” ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CompanyLLC, L.L.C. are acting Leerink Partners LLC and Mizuho Securities USA LLC have agreed to act as the representatives of the several Underwriters and (in such capacity are hereinafter referred to as capacity, the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781”) in respect connection with the offering and sale of the Stock Offered Shares. The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three a shelf registration statement on Form S-3, File No. 333-215428, including a base prospectus (3the “Base Prospectus”) years prior to be used in connection with the date hereof; such public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and any post-effective amendment schedules thereto, in the form in which it became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received ), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior pursuant to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyRule

Introductory. Dynavax Technologies Chesapeake Energy Corporation, a Delaware an Oklahoma corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or”) $1,000,000,000 principal amount of its 2.500% Contingent Convertible Senior Notes due 2037 (the “Firm Securities”) and also proposes to issue and sell to the Underwriters an overallotment option, each, exercisable from time to time by the Underwriters to purchase up to an additional $150,000,000 principal amount of its 2.500% Contingent Convertible Senior Notes due 2037 (the “UnderwriterOptional Securities”). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. The Offered Securities will be unconditionally guaranteed (the “Guarantees”) by each existing subsidiary of the Company, an aggregate other than certain de minimis subsidiaries, and, subject to certain exceptions, by subsequently acquired or domestic subsidiaries of 14,000,000 the Company in accordance with the terms of the Indenture referred to below (collectively, the “Subsidiary Guarantors”). The Offered Securities will be convertible into cash and, if applicable, shares of common stock, $0.001 par value per share $0.01, at a conversion rate on the terms, and subject to the conditions, set forth in the Indenture. The shares of common stock which may be issued upon conversion are referred to herein as the “Underlying Shares”. The Offered Securities are to be issued under an indenture to be dated as of May 15, 2007 (the “Common StockIndenture”) ), among the Company, the Subsidiary Guarantors and The Bank of the Company New York Trust Company, N.A., as trustee (the “Firm StockTrustee”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed hereby agrees with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, Underwriters as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyfollows:

Introductory. Dynavax Technologies Corporation, a Delaware corporation The Company proposes to issue and sell $750,000,000 in aggregate principal amount of its 10% Senior Notes due 2013 (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm StockNotes”). The Company also proposes to sell to Notes will be offered and sold (i) in the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock United States (the “Optional StockRegulation D Notes”). The Firm Stock ) directly to certain purchasers of the Notes (the “Regulation D Purchasers”) in a private placement (the “Regulation D Placement”) without being registered under the Securities Act of 1933, as amended, and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ rules and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives regulations of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three thereunder (3) years prior to the date hereof; such registration statementcollectively, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon Section 4(2) thereof and/or Regulation D thereunder (“Regulation D”) and (ii) outside the United States (the “Regulation S Notes” and, together with the Regulation D Notes, the “Notes”) to the initial purchasers named herein (the “Initial Purchasers”) in a transaction exempt from the registration requirements of the Securities Act (the “Regulation S Offering”) in reliance upon Regulation S of the Securities Act (“Regulation S”). Each of the Initial Purchasers has been received by agreed to act as placement agents in connection with the Regulation D Placement (in such capacity, each, a “Placement Agent” and, collectively, the “Placement Agents”) subject to the terms and conditions and other provisions of a placement agency agreement (the “Placement Agency Agreement”) to be entered into among the Placement Agents and the Company Parties. The Company Parties will enter into a note purchase agreement with the Regulation D Purchasers of the Regulation D Notes (the “Regulation D Purchase Agreement”). Prior to or concurrently with the closing of the Regulation S Offering and the Regulation D Placement, the Company Parties will enter into an Amended and Restated First Lien Credit Agreement with the Lenders party thereto and The Royal Bank of Scotland plc, as Administrative Agent of the Lenders (such agreement and all related loan documents, collectively, the “Credit Agreement”). Proceeds from the sale of the Notes, and borrowing under the Credit Agreement will be used to finance the acquisition (the “Pogo Acquisition”) of certain of the offshore Gulf of Mexico oil and natural gas properties (the “Pogo Assets”) of Pogo Producing Company (“Pogo”) pursuant to the Purchase and Sale Agreement (the “Purchase and Sale Agreement”) dated as of April 24, 2007 between Pogo and Energy XXI GOM, LLC, a wholly-owned subsidiary of the Company (“Buyer”), and to repay certain debt and to pay fees and expenses of these transactions as summarized in the prospectus filed Preliminary CIM (as part defined below). The closing of the Pogo Acquisition under the Purchase and Sale Agreement will occur concurrently with the closing of the Regulation S Offering, the Regulation D Placement and the borrowing under the Credit Agreement (the “Closing Date”). The Notes will be issued pursuant to an indenture (the “Indenture”), to be entered between the Company, Parent, and the other guarantors named therein (the “Subsidiary Guarantors,” and together with Parent, the “Guarantors”) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). Pursuant to the Indenture, the Guarantors shall fully and unconditionally guarantee, on a senior basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such guarantee being referred to herein as a “Guarantee.” Holders of the Notes will be entitled to the benefits of a registration rights agreement (the “Registration Rights Agreement”) to be entered into among the Company Parties, the Initial Purchasers and the Regulation D Purchasers pursuant to which the Company Parties will agree, among other things to (i) file a registration statement in (the form in which it has most recently been filed “Registration Statement") with the Commission on or prior for a registered offer (the “Exchange Offer”) to exchange any and all of the Notes for a like aggregate principal amount of notes that are identical in all material respects to the date Notes (the “Exchange Notes”), except for that the Exchange Notes will not contain terms with respect to transfer restrictions or liquidated damages, (ii) use their reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act and (iii) use their reasonable best efforts to consummate the Exchange Offer, in each case, within the timeframe, and subject to the provisions contained therein. The Company, ▇▇▇▇▇▇▇▇▇ & Company, Inc., as closing agent (the “Closing Agent”), and ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent, will enter into an escrow agreement (the “Escrow Agreement”) to provide for the escrow of the proceeds for the purchase of the Notes and the payment of such proceeds on the Closing Date pursuant to the terms of the Escrow Agreement and as set forth in this Agreement and the Regulation D Purchase Agreement. This Agreement, the Credit Agreement, the Purchase and Sale Agreement, the Indenture, the Registration Rights Agreement, the Escrow Agreement and the Engagement Letter dated as of March 15, 2007 (the “Engagement Letter”) between Parent and ▇▇▇▇▇▇▇▇▇ & Company, Inc., are referred to herein collectively as the “Transaction Documents,” and the transactions contemplated hereby and thereby are referred to herein collectively as the “Transactions.” This Agreement, the Registration Rights Agreement and the Indenture are referred herein collectively as the “Regulation S Purchase Documents.” Nothing in this Agreement should be read to limit or otherwise modify the terms and other provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, is hereinafter called the “Base Prospectus”this Agreement shall govern.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies CorporationFirst Potomac Realty Trust, a Delaware corporation Maryland real estate investment trust (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), ) an aggregate of 14,000,000 5,500,000 of its common shares (the “Firm Shares”) of common stockbeneficial interest, $0.001 par value $.001 per share (the “Common Stock”) of the Company (the “Firm StockShares”). The In addition, the Company also proposes to sell has granted to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, Underwriters an option to purchase up to an additional 2,100,000 shares of 825,000 Common Stock Shares (the “Optional StockOption Shares”), as provided in Section 2. The Firm Stock Shares and, if and to the Optional Stock extent such option is exercised, the Option Shares are hereinafter collectively referred to as called the “Stock”. ▇▇▇▇▇ and Company, LLC Shares.” KeyBanc Capital Markets Inc. (“Cowen”), Evercore Group L.L.C. (“EvercoreKCM”) and ▇▇▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ & CompanyFargo”), L.L.C. are acting have agreed to act as the representatives of the several Underwriters and (in such capacity are hereinafter referred to as capacity, collectively, the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781”) in respect connection with the offering and sale of the Stock Shares. The Company is the sole general partner of First Potomac Realty Investment Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), that serves as the Company’s primary operating partnership subsidiary. The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement), and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received by the Company (the prospectus filed as part of such ), on April 16, 2007 a registration statement on Form S-3, which was subsequently amended on August 19, 2008 and August 22, 2008 (File No. 333-142147), which contains a form of prospectus to be used in the form in which it has most recently been filed connection with the Commission on or prior to public offering and sale of the date of this Agreement, is hereinafter called Shares (the “Base Prospectus”.) ). Such registration statement, including herein referred to as the “Registration Statement,” shall be deemed to include all exhibits thereto, but excluding Form T-1, information omitted therefrom in reliance upon Rules 430A or 430B under the Securities Act and including any all information incorporated by reference therein. The form of final prospectus supplement to the Base Prospectus relating to the Stock that Shares and the offering thereof filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act and first used by the Underwriters to confirm sales of the Shares is herein referred to as the “Prospectus.” The Base Prospectus, as supplemented by the preliminary prospectus (including any preliminary prospectus supplement) relating to the Shares and the offering thereof most recently filed by the Company with the Commission pursuant to Rule 424(b) and used prior to the date hereof is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein and any supplements or amendments thereto, filed with the Commission and deemed by virtue after the date of Rule 430B filing of the Rules Prospectus under Rule 424(b) under the Securities Act, and Regulations prior to be part the termination of such registration statement, are hereinafter collectivelythe offering of the Shares by the Underwriters. Each of the Company and the Operating Partnership hereby confirms its agreements with the Underwriters as follows:

Introductory. Dynavax Technologies CorporationSierra Pacific Power Company d/b/a NV Energy, a Delaware Nevada corporation (the “Company”), proposes to sellproposes, pursuant subject to the terms of this Agreementand conditions stated herein, to issue and sell to the several underwriters named in Schedule A attached hereto (collectively, the “Underwriters”), for whom BofA Securities, Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., Truist Securities, Inc. and U.S. Bancorp Investments, Inc. are acting as representatives (the “Underwriters,” or, each, an “UnderwriterRepresentatives”), an aggregate $600,000,000 principal amount of 14,000,000 shares of common stockits 6.375% Fixed-to-Fixed Reset Rate Junior Subordinated Notes, $0.001 par value per share SPPC JSN Series 2026A, due 2056 (the “Common StockOffered Securities”) of the Company to be issued under that certain Indenture, dated September 8, 2025 (the “Firm StockOriginal Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by that certain Second Supplemental Indenture, to be dated the Closing Date (as defined herein) (the “Second Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). The On March 14, 2025, the Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such a “shelf registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to ” as defined under Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated 405 under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-3 (File No. 333-285816) has been received by for the Company registration of securities, including the Offered Securities, under the Securities Act, and the offer and sale thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission thereunder (the prospectus filed “Rules and Regulations”) and for the qualification of the Indenture under the United States Trust Indenture Act of 1939, as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called amended (the “Base ProspectusTrust Indenture Act”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively). As used

Introductory. Dynavax Technologies CorporationCaribou Holding Company Limited, a Delaware corporation Cayman Island company (the “CompanySelling Shareholder”), proposes to sell, pursuant to the terms of this Agreement, sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), ) an aggregate of 14,000,000 5,150,000 shares of common stock, $0.001 par value $0.01 per share (the “Common StockShares”) of the Caribou Coffee Company Inc., a Minnesota corporation (the “Firm StockCompany”). The Company also proposes 5,150,000 Shares to sell be sold by the Selling Shareholder are called the “Firm Shares.” In addition, the Selling Shareholder has granted to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, Underwriters an option to purchase up to an additional 2,100,000 shares of Common Stock (772,245 Shares, all as provided in Section 2. The additional 772,245 Shares to be sold by the Selling Shareholder pursuant to such option are called the “Optional Stock”). Shares.” The Firm Stock Shares and, if and to the extent such option is exercised, the Optional Stock Shares are hereinafter collectively referred to as called the “Stock”. Offered Shares.” ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting Inc. (“Jefferies”) has agreed to act as the representatives Representative of the several Underwriters and (in such capacity are hereinafter referred to as capacity, the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781Representative”) in respect connection with the offering and sale of the Stock Offered Shares. The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three a shelf registration statement on Form S-3 (3File No. 333-170634), and has prepared a base prospectus (the “Base Prospectus”) years prior to be used in connection with the date hereof; such public offering and sale of the Offered Shares. Such registration statement, and any post-effective amendment as amended, including the exhibits thereto, became effective on filing and/or has been in the form in which it was declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received ), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” Such prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares or in the form first made available to the Underwriters by the Company (to meet requests of purchasers pursuant to Rule 173 under the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this AgreementSecurities Act, is hereinafter called the “Prospectus.” The preliminary prospectus supplement dated August 15, 2011 describing the Offered Shares and the offering thereof, together with the Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, is called the “Preliminary Prospectus,” and including the Preliminary Prospectus and any other preliminary prospectus supplement relating to the Stock Base Prospectus that is filed with describes the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyOffered

Introductory. Dynavax Technologies Corporation, a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Inc., a Delaware corporation (the “Company”) and ▇▇▇▇▇ ▇▇▇▇▇, a New York general partnership and subsidiary of the Company (“▇▇▇▇▇ ▇▇▇▇▇ GP”, and together with the Company, L.L.C. are acting as the representatives “Issuers”) propose to issue and sell to Banc of America Securities LLC (the “Initial Purchaser”) $50,000,000 aggregate principal amount of the Issuers’ Senior Secured Floating Rate Notes due 2010 (the “Notes”). The Notes will be the joint and several Underwriters obligations of each of the Issuers. The payment of principal, premium and Liquidated Damages (as defined in such capacity the Indenture (as defined below)), if any, and interest on the Notes and the Exchange Notes (as defined in the Offering Memorandum (as defined below)), will be fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by ▇▇▇▇▇ ▇▇▇▇▇ Holdings, Inc., a Delaware corporation (“Holdings”) and all the existing and future direct and indirect domestic subsidiaries of the Company (other than ▇▇▇▇▇ ▇▇▇▇▇ GP), and any subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 2) that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees thereof are hereinafter herein collectively referred to as the “RepresentativesSecurities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” A registration statementThe Issuers have prepared and will deliver to the Initial Purchaser copies of the final Offering Memorandum, dated on or about the date hereof, describing the terms of the Securities, for use by the Initial Purchaser in connection with its solicitation of offers to purchase the Securities. As used herein, the “Offering Memorandum” shall mean, with respect to any date or time referred to in this Agreement, the Issuers’ final Offering Memorandum, dated on Form S-3or about the date hereof, including amendments or supplements thereto and any exhibits thereto, in the most recent form that has been prepared and delivered by the Issuers to the Initial Purchaser in connection with its solicitation of offers to purchase Securities and all information incorporated therein by reference. Further, any reference to the Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (as defined in Section 3) furnished by the Issuers prior to the completion of the distribution of the Securities. The Securities will be issued pursuant to the indenture, dated as of December 20, 2004 (the “Indenture”), among the Issuers, U.S. Bank National Association, as trustee (the “Trustee”) and the Guarantors. Securities issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a DTC blanket issuer letter of representations (the “DTC Agreement”), among the Issuers and the Depositary. Concurrently with the issuance of the Securities, the Issuers and the Guarantors will use the proceeds of the issuance of the Notes to permanently repay part of the borrowings under the Credit Agreement, dated as of July 21, 2003, as amended (File by Amendment No. 333-2197811 thereto, dated July 22, 2004, and Amendment No. 2 thereto, dated August 9, 2005, among the Issuers, the Guarantors, and the agents and lenders thereunder (the “Revolving Credit Agreement”) and for other purposes described under the caption “Use of Proceeds” in the Offering Memorandum (collectively, the “Refinancing”). The holders of the Securities and their direct and indirect transferees will also be entitled to the benefit of security interests (“Liens”) in respect various personal property and other assets (the “Collateral”) granted under the Amended and Restated Security Agreement among the Issuers, the Guarantors and the collateral agent named thereunder (the “Collateral Agent”), and the Pledge Agreement, among the same parties, in each case, dated as of December 20, 2004 (collectively, the “Security Agreements”), and the other collateral documents related thereto (the “Other Collateral Documents”). All of the Stock has been filed aforementioned Liens will be subject to the terms of the Intercreditor Agreement, dated as of July 30, 2004, between the Collateral Agent and the collateral agent for lenders under the Revolving Credit Agreement (as amended, restated, supplemented or modified from time to time, the “Intercreditor Agreement”). Together, the Security Agreements and the Other Collateral Documents are referred to herein as the “Collateral Documents.” The issuance and sale of the Securities, the Refinancing and all related transactions are hereinafter referred to collectively as the “Transactions,” and documents executed in connection therewith are referred to collectively as the “Transaction Documents.” The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchaser. Each of the Issuers understands that the Initial Purchaser proposes to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum and agrees that the Initial Purchaser may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchaser without being registered with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 19331933 (as amended, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors who acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A (“Rule 144A”) has been received by or Regulation S (“Regulation S”) thereunder). The Issuers and the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed Guarantors hereby confirm their agreement with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyInitial Purchaser as follows:

Introductory. Dynavax Technologies CorporationInverness Medical Innovations, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an ) $150,000,000 aggregate principal amount of 14,000,000 shares of common stock, $0.001 par value per share its 7.875% senior unsecured notes due 2016 (the “Common Stock”) of the Company (the “Firm StockNotes”). The Company also proposes to sell to Company’s obligations under the UnderwritersNotes and the Indenture (as defined below) will be, upon the terms jointly and conditions set forth in Section 3 hereofseverally, up to an additional 2,100,000 shares of Common Stock unconditionally guaranteed (the “Optional StockGuarantees”), on a senior unsecured basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Firm Stock Notes and the Optional Stock Guarantees are hereinafter collectively referred to herein as the “StockSecurities.” The respective principal amounts of the Notes to be so purchased by the several Underwriters are set forth opposite their names in Schedule A hereto. The Notes are to be issued under an indenture as supplemented by a first supplemental indenture (collectively, the “Indenture”) each to be dated the Closing Date (as defined below), by and between the Issuers and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”). ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting Inc. (“Jefferies”), ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (“GS”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as the representatives of the several Underwriters and (in such capacity are hereinafter referred to as capacity, the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781”) in respect connection with the offering and sale of the Stock has been Securities. The Issuers have prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three a shelf registration statement on Form S-3 (3) years prior File No. 333 158542), and have prepared a base prospectus to be used in connection with the public offering and sale of the Securities. Such base prospectus, as modified and attached to the date hereof; such Preliminary Prospectus (as defined below) is referred to herein as the “Base Prospectus”. Such registration statement, as amended, including the financial statements, exhibits and any post-effective amendment schedules thereto, in the form in which it became automatically effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement), including all exhibits thereto, but excluding Form T-1, documents incorporated or deemed to be incorporated by reference therein and including any prospectus supplement relating information deemed to be a part thereof at the Stock that is filed with the Commission and deemed by virtue time of effectiveness pursuant to Rule 430B of under the Rules and Regulations to be part of such registration statement, are hereinafter collectivelySecuri-

Introductory. Dynavax Technologies Gladstone Investment Corporation, a Delaware corporation (the “Company”), proposes to sellGladstone Management Corporation, pursuant to a Delaware corporation (the terms “Adviser”), and Gladstone Administration LLC, a Delaware limited liability company (the “Administrator”) each confirms the agreement with Jefferies & Company, Inc. (“Jefferies”) and each of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), ) with respect to the issuance and sale by the Company to the several underwriters of an aggregate of 14,000,000 1,400,000 shares of common its 7.125% Series A Cumulative Term preferred stock, $0.001 par value $.001 per share (the “Common StockShares”). The 1,400,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 210,000 Shares as provided in Section 3. The additional 210,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies has agreed to act as representative of the Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. The Company has entered into an Investment Advisory and Management Agreement, dated as of June 22, 2005 (the “Firm StockInvestment Advisory Agreement”), with the Adviser under the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Advisers Act”). The Company also proposes to sell to the Underwritershas entered into an Administration Agreement, upon the terms and conditions set forth in Section 3 hereofdated as of June 22, up to an additional 2,100,000 shares of Common Stock 2005 (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“CowenAdministration Agreement”), Evercore Group L.L.C. (“Evercore”) with the Administrator. The Company has prepared and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three a registration statement on Form N-2, File No. 333-160720, including a base prospectus (3the “Base Prospectus”) years prior to be used in connection with the date hereof; such public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and any post-effective amendment schedules thereto, in the form in which it became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received ), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the Company (time of effectiveness pursuant to Rule 430A or Rule 430B under the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this AgreementSecurities Act, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyRegistration

Introductory. Dynavax Technologies CorporationRed Mountain Resources, Inc., a Delaware Florida corporation (the “Company”), proposes to sellproposes, pursuant subject to the terms and conditions of this Underwriting Agreement (this “Agreement”), to issue and sell to the several underwriters public and to certain noteholders in cancellation of up to $4.3 million of indebtedness through the Underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), on a best efforts basis, up to 500,000 units (the “Units”), consisting of up to an aggregate of 14,000,000 (i) 500,000 shares of common stockits 10% Series A Cumulative Redeemable Preferred Stock, $0.001 par value $0.0001 per share (the “Common StockShares”), and (ii) 500,000 warrants to purchase up to 12,500,000 shares of common stock of the Company (the “Firm StockWarrants”). The Company also proposes to sell to Units will not be issued. Rather, the Underwriters, upon the terms Shares and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”)Warrants will immediately separate and will be issued separately. The Firm Stock Units, Shares and the Optional Stock Warrants are hereinafter collectively referred to as the “StockSecurities.” The Warrants will be issued pursuant to the terms of a Warrant Agreement (the “Warrant Agreement”) to be entered into by and between the Company and Broadridge Corporate Issuer Solutions, Inc., as warrant agent. ▇▇▇▇▇ and CompanyGlobal Hunter Securities, LLC (“Cowen”), Evercore Group L.L.C. (“EvercoreGlobal Hunter”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting has agreed to act as the representatives representative of the several Underwriters and (in such capacity are hereinafter referred to as capacity, the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781Representative”) in respect connection with the offering and sale of the Stock Securities. The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three a shelf registration statement on Form S-3 (3File No. 333-186076), which contains a base prospectus (the “Base Prospectus”) years prior to be used in connection with the date hereof; such public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and any post-effective amendment schedules thereto, became effective on filing and/or has been in the form in which it was declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received ), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company (pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus filed as part of such registration statement in supplement dated June 24, 2013 describing the form in which it has most recently been filed Securities and the offering thereof, together with the Commission on or Base Prospectus, is called the “Initial Prospectus,” and the Initial Prospectus and any other preliminary prospectus supplement to the Base Prospectus that describes the Securities and the offering of the Units and is used prior to the date filing of this Agreementthe Prospectus (as defined below), together with the Base Prospectus, is hereinafter called the a “Base Prospectuspreliminary prospectus.”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies CorporationiStar Inc., a Delaware Maryland corporation (the “Company”), proposes to sell, pursuant to confirms its agreement with ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) and the terms of this Agreement, to the other several underwriters named in Schedule A hereto (collectively, the “Underwriters,” or, each, an “Underwriter”), an with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $275,000,000 aggregate principal amount of 14,000,000 shares of common stock, $0.001 par value per share the Company’s 6.50% Senior Notes due 2021 (the “Common Stock”) of the Company (the “Firm StockSecurities”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”)▇.▇. The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting has agreed to act as the representatives representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to an indenture, dated as of February 5, 2001, between the Company and US Bank Trust National Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Twenty-eighth Supplemental Indenture, to be dated as of March 29, 2016 between the Company and the Trustee relating to the Securities (such supplemental indenture, together with the Base Indenture, the “Indenture”). The Securities will be issued only in such capacity book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof), among the Company, the Trustee and the Depositary. This Agreement, the Securities and the Indenture are hereinafter referred to herein as the “RepresentativesTransaction Documents.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such a registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commissionon Form S-3 (File No. 333-198576), and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations which contains a base prospectus (the “Rules Base Prospectus”), to be used in connection with the public offering and Regulations”) promulgated sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received by ), and the Company (offering thereof from time to time in accordance with Rule 415 under the prospectus filed as part of such Securities Act. Such registration statement statement, including the financial statements, exhibits and schedules thereto, in the form in which it has most recently been filed with became effective under the Commission on or prior Securities Act, including any required information deemed to be a part thereof at the date time of this Agreementeffectiveness pursuant to Rule 430B under the Securities Act, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyRegistration

Introductory. Dynavax Technologies CorporationWhitestone REIT, a Delaware corporation Maryland real estate investment trust (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (collectively, the “Underwriters,” orwhich term shall also include any underwriter hereinafter substituted as provided in Section 9 hereof), eachfor whom ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated (“Baird”) and JMP Securities LLC are acting as representatives (in such capacity, an if and as applicable, the “UnderwriterRepresentatives”), an aggregate with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 14,000,000 4,000,000 common shares of common stockbeneficial interest, par value $0.001 par value per share (the “Common Stock”) of the Company (the “Firm StockCommon Shares”). The ) and (ii) the grant by the Company also proposes to sell to the Underwriters, upon acting severally and not jointly, of the terms and conditions set forth option described in Section 3 hereof2 hereof to purchase all or any part of 600,000 additional Common Shares to cover over-allotments, up to an additional 2,100,000 if any. The aforesaid 4,000,000 shares of Common Stock (the “Firm Shares”) to be purchased by the Underwriters and all or any part of the 600,000 Common Shares subject to the option described in Section 2 hereof (the “Optional StockShares”)) are herein called, collectively, the “Shares.” The Company understands that the Underwriters propose to make a public offering of the Shares as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The Firm Stock Company has prepared and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such a shelf registration statement or any part thereof has been issued on Form S-3 (File No. 333-182667) covering the public offering and no proceeding for that purpose has been initiated or threatened by sale of certain securities, including the CommissionShares, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received ), and the rules and regulations promulgated thereunder (the “Securities Act Regulations”), which shelf registration statement was declared effective by the Company Commission on July 25, 2012. Such registration statement, as of any time, means such registration statement as amended by any post-effective amendments thereto to such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B under the Securities Act Regulations (“Rule 430B”), is referred to herein as the prospectus filed “Registration Statement;” provided, however, that the “Registration Statement” without reference to a time means such registration statement as part amended by any post-effective amendments thereto as of the time of the first contract of sale for the Shares, which time shall be considered the “new effective date” of such registration statement with respect to the Shares within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to the Rule 430B. Each preliminary prospectus used in connection with the offering of the Shares, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, are collectively referred to herein as a “preliminary prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus relating to the Shares in accordance with the provisions of Rule 424(b) under the Securities Act Regulations (“Rule 424(b)”). The final prospectus, in the form in which it has most recently been filed with the Commission on pursuant to Rule 424(b) in connection with the offering of the Shares, including the documents incorporated or prior deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the date Securities Act, are collectively referred to herein as the “Prospectus.” For purposes of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating references to the Stock that is Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyRetrieval system (or any successor system)(“▇▇▇▇▇”). As used in this Agreement:

Introductory. Dynavax Technologies Abraxas Petroleum Corporation, a Delaware Nevada corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (together, the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 10,000,000 shares of its common stockstock (the “Firm Shares”), $0.001 par value $0.01 per share (the “Common Stock”) of ). In addition, the Company (the “Firm Stock”). The Company also proposes to sell has granted to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, Underwriters an option to purchase up to an additional 2,100,000 1,500,000 shares of Common Stock (the “Optional StockShares”), as provided in Section 2. The Firm Stock Shares and, if and to the extent such option is exercised, the Optional Stock Shares are hereinafter collectively referred to as called the “Stock”. Offered Shares.” ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ Inc., Canaccord Genuity Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Company, L.L.C. are acting Co. Incorporated have agreed to act as the representatives of the several Underwriters and (in such capacity are is hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781”) in respect connection with the offering and sale of the Stock Offered Shares. The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three a shelf registration statement on Form S-3 (3) years prior File No. 333-188110), including a base prospectus dated June 6, 2013 (the “Base Prospectus”), to be used in connection with the date hereof; such public offering and sale of the Offered Shares. Such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been in the form in which it was declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement), including all exhibits theretodocuments incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B or Rule 430C (the “Rule 430 Information”) under the Securities Act or the Securities Exchange Act of 1934, but excluding Form T-1as amended, and including any the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is referred to as the “Registration Statement.” The prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue supplement, dated as of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyJune 12,

Introductory. Dynavax Technologies CorporationAmerican Capital Strategies, Ltd., a Delaware corporation (the “Company”), proposes to sell, pursuant to confirms its agreement with the terms Representatives (as defined below) and each of this Agreement, to the several underwriters other Underwriters named in Schedule A attached hereto and made a part hereof (collectively, the “Underwriters”) with respect to (a) the sale by the Company and purchase by the Underwriters, acting severally and not jointly, of their respective portions of $ • aggregate principal amount of the Company’s • Notes due • (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm StockSecurities”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up Securities will be issued pursuant to an additional 2,100,000 shares Indenture dated as of Common Stock (April 26, 2007, by and between the “Optional Stock”). The Firm Stock Company, as issuer, and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and CompanyFargo Bank, LLC National Association, as trustee (the “CowenTrustee”), Evercore Group L.L.C. as supplemented by a First Supplemental Indenture thereto to be dated as of • (collectively, the “EvercoreIndenture”) ). [Underwriter] and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting [Underwriter] have agreed to act as the representatives of each of the several Underwriters and (in such capacity are hereinafter referred to as capacity, the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781”) in respect connection with the offering and sale of the Stock Securities. The Company has been filed with the United States Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the “Securities Act”) has been received by and the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the prospectus filed as part of such “Investment Company Act”), a registration statement on Form N-2 for the offer and sale of an aggregate amount of $5,000,000,000 of securities (File No. 333-142398), which registration statement became effective on June 5, 2007, a copy of which has heretofore been delivered to you. The Company proposes to file with the Commission pursuant to Rule 497 under the Securities Act, a supplement, dated as of •, to the final prospectus dated as of June 5, 2007, relating to the Securities and the method of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Securities set forth therein. Such registration statement, including the exhibits thereto, as amended at the date hereof, is hereinafter called the “Registration Statement”; such prospectus, in the form in which it has most recently been filed with was included in the Commission on or prior to Registration Statement at the date of this Agreementtime it was declared effective, is hereinafter called the “Base Basic Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus ; such supplement relating to the Stock that is Basic Prospectus, in the form in which it will be filed with the Commission pursuant to Rule 497 under the Securities Act, is hereinafter called the “Prospectus Supplement” and the Basic Prospectus and Prospectus Supplement together are hereinafter called the “Prospectus.” The Prospectus, subject to completion, used in connection with a public offering is called a “Preliminary Prospectus,” and any reference to the “most recent Preliminary Prospectus” shall be deemed by virtue of to refer to the Preliminary Prospectus most recently filed pursuant to Rule 430B 497 under the Securities Act as of the Rules date hereof. All references in this underwriting agreement (this “Agreement”) to the Registration Statement, the Preliminary Prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed, as applicable, with the Commission pursuant to its Electronic Data Gathering, Analysis and Regulations to be part of such registration statement, are hereinafter collectivelyRetrieval System (“▇▇▇▇▇”). The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. Dynavax Technologies CorporationiStar Inc., a Delaware Maryland corporation (the “Company”), proposes to sellconfirms its agreement with ▇▇▇▇▇▇▇ Lynch, pursuant to Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the terms of this Agreement, to the other several underwriters named in Schedule A hereto (collectively, the “Underwriters,” or, each, an “Underwriter”), an with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $375,000,000 aggregate principal amount of 14,000,000 shares of common stock, $0.001 par value per share the Company’s 6.00% Senior Notes due 2022 (the “Common Stock”) of the Company (the “Firm StockSecurities”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting has agreed to act as the representatives representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to an indenture, dated as of February 5, 2001, between the Company and US Bank Trust National Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Twenty-ninth Supplemental Indenture, to be dated as of March 13, 2017 between the Company and the Trustee relating to the Securities (such supplemental indenture, together with the Base Indenture, the “Indenture”). The Securities will be issued only in such capacity book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof), among the Company, the Trustee and the Depositary. This Agreement, the Securities and the Indenture are hereinafter referred to herein as the “RepresentativesTransaction Documents.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock The Company has been prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such a registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commissionon Form S-3 (File No. 333-198576), and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations which contains a base prospectus (the “Rules Base Prospectus”), to be used in connection with the public offering and Regulations”) promulgated sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received by ), and the Company (offering thereof from time to time in accordance with Rule 415 under the prospectus filed as part of such Securities Act. Such registration statement statement, including the financial statements, exhibits and schedules thereto, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelybecame effective under the

Introductory. Dynavax Technologies CorporationIllinois Tool Works Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an acting severally and not jointly, the respective amounts set forth in such Schedule A of $1,000,000,000 aggregate principal amount of 14,000,000 shares of common stock, $0.001 par value per share the Company’s 2.650% Notes due 2026 (the “Common Stock”) of the Company (the “Firm StockNotes”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) Citigroup Global Markets Inc. and ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting Securities LLC have agreed herein to act as the representatives of the several Underwriters and (in such capacity are hereinafter referred to as capacity, the “Representatives.” A registration statement” on Form S-3”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an indenture, dated as of November 1, 1986, as amended by a First Supplemental Indenture, dated as of May 1, 1990 (File Nothe “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”). 333-219781) in respect Certain terms of the Stock Notes will be established by an Officers’ Certificate pursuant to Section 2.01 of the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The Company has been prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such a registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commissionon Form S-3 (File No. 333-206213), and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations which contains a base prospectus (the “Rules Base Prospectus”), to be used in connection with the public offering and Regulations”) promulgated sale of debt securities, including the Notes, and other securities of the Company under the U.S. Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1), and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelythe

Introductory. Dynavax Technologies CorporationThis Agreement is among Whitestone REIT, a Delaware corporation Maryland real estate investment trust (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. SunTrust ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company▇▇▇▇, L.L.C. are Inc., acting as representative (in such capacity, if and as applicable, the representatives “Representative”) of the several underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter hereinafter substituted as provided in Section 9 hereof), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 7,000,000 common shares of beneficial interest, par value $0.001 per share of the Company (the “Common Shares”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2 hereof to purchase all or any part of 1,050,000 additional Common Shares. The aforesaid 7,000,000 shares of Common Stock (the “Firm Shares”) to be purchased by the Underwriters and all or any part of the 1,050,000 Common Shares subject to the option described in such capacity Section 2 hereof (the “Optional Shares”) are hereinafter referred herein called, collectively, the “Shares.” The Company understands that the Underwriters propose to make a public offering of the Shares as soon as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock Representative deems advisable after this Agreement has been executed and delivered. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such a shelf registration statement or any part thereof has been issued on Form S-3 (File No. 333-203727) covering the public offering and no proceeding for that purpose has been initiated or threatened by sale of certain securities, including the CommissionShares, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received ), and the rules and regulations promulgated thereunder (the “Securities Act Regulations”), which shelf registration statement was declared effective by the Company Commission on May 18, 2015. Such registration statement, as of any time, means such registration statement as amended by any post-effective amendments thereto to such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B under the Securities Act Regulations (“Rule 430B”), and is referred to herein as the prospectus filed “Registration Statement;” provided, however, that the “Registration Statement” without reference to a time means such registration statement as part amended by any post-effective amendments thereto as of the time of the first contract of sale for the Shares, which time shall be considered the “new effective date” of such registration statement with respect to the Shares within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to the Rule 430B. Any preliminary prospectuses used in connection with the offering of the Shares, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, are collectively referred to herein as a “preliminary prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus relating to the Shares in accordance with the provisions of Rule 424(b) under the Securities Act Regulations (“Rule 424(b)”). The final prospectus, in the form in which it has most recently been filed with the Commission on pursuant to Rule 424(b) in connection with the offering of the Shares, including the documents incorporated or prior deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the date Securities Act, is referred to herein as the “Prospectus.” For purposes of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating references to the Stock that is Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyRetrieval system (or any successor system) (“▇▇▇▇▇”). As used in this Agreement:

Introductory. Dynavax Technologies CorporationCoinstar, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to issue and sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇▇▇ and CompanyLynch, LLC Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“Cowen▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), Evercore Group L.L.C. acting severally and not jointly, the respective amounts set forth in such Schedule A of $350,000,000 aggregate principal amount of the Company’s 6.000% Senior Notes due 2019 (the “EvercoreNotes”) and ). ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting has agreed to act as the representatives representative of the several Underwriters Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). The Securities will be issued pursuant to an indenture, to be dated as of March 12, 2013 (the “Indenture”), among the Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, N.A., as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”). The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of March 12, 2013 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company and the Guarantors, as applicable, with terms substantially identical to the Exchange Securities (as defined below) to be offered in exchange for the Securities (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Securities, and in each case, to use its reasonable best efforts to cause such capacity registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are hereinafter only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) Securities”; and the notes to be offered in respect of exchange for the Stock has been filed with Notes in the Securities and Exchange Commission Offer (the “CommissionExchange Notes”) not earlier than three (3) years prior and the Guarantees attached thereto are herein collectively referred to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (as the “Rules Exchange Securities.” This Agreement, the Registration Rights Agreement, the Securities, the Exchange Securities and Regulations”) promulgated under the Securities Act of 1933, Indenture are referred to herein as amended (the “Securities ActTransaction Documents.”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively

Introductory. Dynavax Technologies CorporationPPL Energy Supply, LLC, a limited liability company organized under the laws of the State of Delaware corporation (the “Company”), proposes to issue and sell, pursuant to the terms of this Agreement, to and the several underwriters Underwriters named in Schedule A hereto Section 3 hereof (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share for whom you are acting as representatives (the “Common StockRepresentatives”) of the Company (the “Firm Stock”). The Company also proposes propose, severally and not jointly, to sell to the Underwriterspurchase, upon the terms and conditions set forth herein, $50,000,000 aggregate principal amount of the Company’s 6.20% Senior Notes due 2016 (the “Notes”) to be issued under an Indenture, dated as of October 1, 2001, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank)), as trustee thereunder (the “Trustee”), as heretofore supplemented and as to be further supplemented by Supplemental Indenture No. 8 thereto relating to the Notes (“Supplemental Indenture No. 8”) (as so supplemented, the “Indenture”). Notwithstanding the references to Underwriters and Representatives in the foregoing, in the event that there shall be only one underwriter named in Section 3 hereof, up all references to an additional 2,100,000 shares Underwriters shall be deemed to refer to the singular underwriter and in the event that this Agreement shall be addressed only to one representative, all references to Representatives shall be deemed to refer to the singular representative of Common Stock (the “Optional Stock”)Underwriters to whom this Agreement is addressed. The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock Company has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three an automatic shelf registration statement on Form S-3 (3) years prior to No. 333-132574-01), including the date hereof; such related preliminary prospectus or prospectuses, which registration statement, and any post-effective amendment thereto, statement became effective on upon filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to under Rule 401(g)(2462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Rules and Securities Act Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such ). Such registration statement in covers the form in which it has most recently been filed with registration of the Commission on or prior to Notes under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is hereinafter deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Notes that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company and the Representatives) is herein called the a “Base Prospectus”preliminary prospectus.) ” Such registration statement, at any given time, including all the amendments thereto to such time, the exhibits theretoand any schedules thereto at such time, but excluding the documents incorporated by reference therein pursuant to Item 12 of Form T-1S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, and including any is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus supplement relating in the form first furnished to the Stock Underwriters for use in connection with the offering of the Notes, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by virtue of Rule 430B of the Rules and Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such registration statementpreliminary prospectus or the Prospectus, are hereinafter collectivelyas the case may be.

Introductory. Dynavax Technologies Corporation, a Delaware corporation (a) Compagnie Générale de Géophysique (the “Company”), proposes to sella société anonyme incorporated under the laws of France and registered at the Evry Commercial Registry under Number B 969 202 241 (69B00224), pursuant proposes, subject to the terms of this Agreementand conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters,Purchasers”) U.S.$165,000,000 in aggregate principal amount of its 71/2% Senior Notes due 2015 (the “Notes” oror “Securities”) to be issued under the indenture, each, an dated 28 April 2005 (the “UnderwriterIndenture”), an aggregate of 14,000,000 shares of common stockamong the Company, $0.001 par value per share the Guarantors (as defined below) and JPMorganChase Bank, National Association, as trustee (the “Common StockTrustee”) ), such Notes representing a single series of securities with and having the same terms and conditions as, the U.S.$165,000,000 aggregate principal amount of the Company 71/2% Senior Notes due 2015 issued on 28 April 2002 (the “Firm StockInitial Securities”). . (b) The Company also proposes Securities may be sold by the Purchasers pursuant to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC Regulation S (“Cowen”), Evercore Group L.L.C. (“EvercoreRegulation S”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”) to investors outside of the United States of America and pursuant to Rule 144A (“Rule 144A”) under the Securities Act to qualified institutional buyers in the United States of America. (c) Application has been received made to list the Notes on the Euro MTF Market of the Luxembourg Stock Exchange. The Company’s obligations under the Securities, including the due and punctual payment of interest on the offered Securities, shall be unconditionally guaranteed pursuant to the Indenture (each a “Guarantee", and collectively, the “Guarantees”) on a senior basis by each of the Company’s subsidiaries indicated as Guarantors on Schedule B hereto (together, the “Guarantors”). The holders of the Securities will be entitled to the benefits of a Registration Rights Agreement dated as of the date hereof among the Company and the Purchasers (the “Registration Rights Agreement”) in substantially the form of Exhibit A hereto, pursuant to which the Company agrees to file a registration statement (the “Exchange Offer/Shelf Registration Statement”) with the United States Securities and Exchange Commission (the “Commission”) registering the exchange of a new series of 71/2% Senior Notes due 2015 of the Company and the guarantees of the new series of 71/2% Senior Notes due 2015 of the Company (the prospectus filed as part such notes and guarantees of such registration statement notes, the “Exchange Securities”) for the Securities and/or the resale of the Securities under the Securities Act. Capitalised terms not otherwise defined herein shall have the meaning ascribed to such terms in the form in which it has most recently been filed Indenture. The Company hereby agrees with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectivelyseveral Purchasers as follows: