Common use of Introductory Clause in Contracts

Introductory. EPIX Medical, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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’s common stock (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).

Introductory. EPIX MedicalCelanese US Holdings LLC, Inc.a Delaware limited liability company (the “Company”), a wholly-owned subsidiary of Celanese Corporation, a Delaware corporation (the “CompanyParent Guarantor”), proposes to sell, pursuant issue and sell to the terms of this Agreementseveral underwriters listed in Schedule A hereto (the “Underwriters”), to for whom ▇▇ .▇. ▇▇▇▇▇▇ & Co., Securities LLC (“▇▇ .▇. ▇▇▇▇▇▇”) is acting as representative (the “Representative”), ▇▇▇▇▇▇▇ & (i) $700,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2030 (the “2030 Notes”) and (ii) $1,100,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2033 (the “2033 Notes” and, together with the 2030 Notes, the “Notes”). The Company intends to use the net proceeds from the issuance and sale of the Securities (as defined below) described in the Disclosure Package (as defined below), together with the net proceeds from the Company’s concurrent Euro notes offering of €750,000,000 aggregate principal amount of Senior Notes due 2031 and borrowings under the 364-Day Term Loan Credit Agreement (as defined below) (i) to fund the Company’s tender offers, announced on March 5, 2025, (ii) to repay a portion of the outstanding borrowings under the Five-Year Term Loan Credit Agreement (as defined below), (iii) to repay borrowings under the U.S. Revolving Credit Agreement (as defined below), (iv) to repay the Company’s outstanding 6.050% Senior Notes due March 15, 2025 and (v) for general corporate purposes , which may include the repayment of other outstanding indebtedness. The Securities (as defined below) will be issued pursuant to an indenture, dated as of May 6, 2011 (the “Base Indenture”), among the Company, Inc.the Guarantors (as defined below) and Computershare Trust Company, N.A. (as successor trustee to ▇▇▇▇▇ Fargo SecuritiesBank, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC National Association), as trustee (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm SecuritiesBase Trustee”). The Company also proposes Certain terms of the Securities will be established pursuant to sell a supplemental indenture, to the Initial PurchasersBase Indenture, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to be issued pursuant to an Indenture to be dated as of June 7the Closing Date (as defined in Section 2 hereof) (the “Supplemental Indenture” and, 2004 (together with the Base Indenture, the “Indenture”) to be entered into by and between ), among the Company Company, the Guarantors, the Base Trustee and U.S. Bank Trust Company, National Association, as series trustee for the Notes (the “Trustee”). The Securities Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”), $0.01 par value per share pursuant to a letter of representations, dated September 16, 2010 (the “Underlying SecuritiesDTC Agreement”), among the Company and the Depositary. Subject to the terms and conditions of the Indenture, the payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (i) the Parent Guarantor and (ii) the subsidiaries of the Company that are listed on Schedule B hereof as “Subsidiary Guarantors” (collectively with the Parent Guarantor, the “Guarantors”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the Guarantees are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter herein collectively referred to as the “RepresentativesSecurities.” The Securities and the 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”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).

Introductory. EPIX MedicalChesapeake Oilfield Operating, 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., a Delaware an Oklahoma corporation (such entity, before and after such conversion, if any, the “CompanyIssuer”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Co., LLC ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) 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 Issuer’s 6.5% Senior Notes due 2022 (the “Notes”). ▇▇▇▇▇▇▇ & Company▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an indenture, Inc.to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Indenture”), among the Issuer and ▇▇▇▇▇ Fargo SecuritiesBank, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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 Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC LOR”), $0.01 par value per share (among the “Underlying Securities”)Issuer, the Trustee and the Depositary. ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives The holders of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 Notes will be entitled to the benefits of a Registration Rights Agreementregistration rights agreement, substantially in to be dated as of the form attached hereto as Annex A Closing Date (the “Registration Rights Agreement”), among the Issuer and the Initial Purchasers, pursuant to which the Company Issuer will agree be required to file with the Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) a registration statement 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) relating to another series of debt securities of the Issuer 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 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 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 dividend being referred to herein as the “Spin-off”). The transactions related to the Spin-off as described in the 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 “Shelf Registration StatementSubsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when resales of the Notes are made, which is 5:50 p.m., New York City time, on the date of this Agreement, is referred to as the “Time of Sale”). The Notes are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act. Pursuant to the terms of the Notes and the Indenture, investors who acquire Notes shall be deemed to have agreed that Notes may only be 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 sale 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 herein 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. EPIX Medical▇▇▇▇▇▇▇▇▇ Energy, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant issue and sell to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC 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 in aggregate principal amount of the Company’s 8.125% Senior Notes due 2022 (the “Notes”). ▇▇▇▇▇▇▇ & CompanyLynch, Inc.Pierce, ▇▇▇▇▇▇ Fargo Securities& ▇▇▇▇▇ Incorporated, LLC and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC , Inc. and RBS Securities Inc. have agreed to act as the representatives of the Initial Purchasers (the “Initial Purchasers,” or, each, an “Initial PurchaserRepresentatives”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 (the “Firm Securities”)Notes. The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to will be issued pursuant to an Indenture indenture, to be dated as of June 7April 17, 2004 2012 (the “Indenture”), among the Company, the Guarantors (as defined below) to be entered into by and between the Company and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”). The holders of the Notes will be entitled to the benefits of a registration rights agreement, dated as of the Closing Date (as defined below) (the “Registration Rights Agreement”), $0.01 par value per share among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree 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 “Underlying SecuritiesExchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, 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 commercially reasonable best efforts to cause such registration statements to be declared effective. The payment of principal of, premium and Additional Interest (as defined in the Indenture). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Companyif any, Inc.and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, ▇▇▇▇▇ Fargo Securities, LLC jointly and ▇▇ severally by (i) ▇▇▇▇▇▇▇▇▇ + Co. Onshore, LLC, Lariat Services, Inc., ▇▇▇▇▇▇▇▇▇ Operating Company, Integra Energy, L.L.C., ▇▇▇▇▇▇▇▇▇ Exploration and Production, LLC, ▇▇▇▇▇▇▇▇▇ Tertiary, LLC, ▇▇▇▇▇▇▇▇▇ Midstream, Inc., ▇▇▇▇▇▇▇▇▇ Offshore, LLC are acting as representatives and ▇▇▇▇▇▇▇▇▇ Holdings, Inc. and (ii) any subsidiary of the several Initial Purchasers Company formed or acquired after the Closing Date that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees set forth in such capacity the Indenture (the “Guarantees”). The Notes and the Guarantees related thereto are hereinafter herein collectively referred to as the “RepresentativesSecurities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” The Securities and Company understands that the Underlying Securities will be offered without being registered under Initial Purchasers propose to make an offering of the Securities Act 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 1933, as amended the Securities to purchasers (the “Securities ActSubsequent Purchasers”), to “qualified institutional buyers” as defined in, and ) on the terms set forth in compliance with the exemption from registration provided by, Rule 144A under Pricing Disclosure Package (the first time when sales of the Securities Act (are made by the Initial Purchasers is referred to as the “Qualified Institutional BuyersTime of Sale”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) Securities are to be offered 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 sold to or through 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 without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion of 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 terms of the Securities and the Underlying Indenture, investors who acquire Securities by shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the Initial Purchasers in accordance with Section 3. Each 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 prepared and delivered to each Initial Purchasers and its direct and indirect transferees will be entitled to the benefits Purchaser copies of a Registration Rights Agreementpreliminary offering memorandum, substantially dated April 2, 2012, including documents incorporated by reference therein (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated April 2, 2012, in the form attached hereto as Annex A Exhibit B (the “Registration Rights 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 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 including documents incorporated by reference therein (the “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 amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the 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. Pursuant to the Equity Purchase Agreement dated as of February 1, 2012 by and among the Company, Dynamic Offshore Holding, LP, a Delaware limited partnership and R/C Dynamic Holdings, L.P., a Delaware limited partnership (the “Equity Purchase Agreement”), pursuant subject to which the conditions set forth therein, the Company will agree to file acquire, on the Closing Date, 100% of the outstanding limited liability company interest of Dynamic Offshore Resources, LLC, a Delaware limited liability company (“Dynamic”). The closing of the offering and sale of the Notes is conditioned upon the concurrent closing of the Company’s acquisition of Dynamic. The Company hereby confirms its agreements with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).Initial Purchasers as follows:

Introductory. EPIX MedicalPPL Energy Supply, Inc.LLC, a limited liability company organized under the laws of the State of Delaware corporation (the “Company”), proposes to issue and sell, pursuant to and the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC several Underwriters named in Section 3 hereof (the “▇▇ ▇▇▇▇▇Underwriters”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC for whom you are acting as representatives (the “Initial Purchasers,” orRepresentatives”) propose, eachseverally and not jointly, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchaserspurchase, upon the terms and conditions set forth in Section 3 hereofherein, up to an additional $25,000,000 50,000,000 aggregate principal amount of its 3the Company’s 6.20% Convertible Senior Notes due 2024 2016 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to be issued pursuant to an Indenture to be dated as of June 7, 2004 (the “IndentureNotes”) to be entered into by and issued under an Indenture, dated as of October 1, 2001, between the Company and U.S. The Bank National Associationof 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, all references to 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 the Underwriters to whom this Agreement is addressed. The Company has filed with the Securities will be convertible into shares of the Company’s common stock and Exchange Commission (the “Common StockCommission”) an automatic shelf registration statement on Form S-3 (No. 333-132574-01), $0.01 par value per share including the related preliminary prospectus or prospectuses, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Underlying SecuritiesSecurities Act Regulations”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the Underlying Securities will be offered without being registered ) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the 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 deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “qualified institutional buyersRule 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, and in compliance with the exemption from registration provided by, Rule 144A under 405 of the Securities Act (“Qualified Institutional Buyers”). The Company Regulations that has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) 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 not been approved in writing 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 Representatives) is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments thereto to includesuch time, as applicablethe exhibits and any schedules thereto at such time, all amendments and supplements thereto and all the documents incorporated by reference therein (“Incorporated Documents”) that are filed with pursuant to Item 12 of Form S-3 under the Securities Act at such time and Exchange Commission (the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Commission”) and any amendments thereto that are made prior 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 completion of this Offering. The Company hereby confirms that it has authorized the Underwriters for use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Securities and Notes, including the Underlying Securities documents incorporated 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 attached hereto as Annex A (the “Registration Rights Agreement”), reference therein pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 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 the 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 “Shelf 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 preliminary prospectus or the Prospectus, as the case may be.

Introductory. EPIX Medical, Inc.Oshkosh Corporation, a Delaware Wisconsin corporation (the “Company”), proposes to sell, pursuant issue and sell to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC 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 $250,000,000 aggregate principal amount of the Company’s 5.375% Senior Notes due 2022 (the “Notes”). ▇.▇. ▇▇▇▇▇▇ & Securities LLC has agreed to act as the representative of the several 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 February 21, 2014 (the “Indenture”), among the Company, Inc., the Guarantors (as defined below) and ▇▇▇▇▇ Fargo SecuritiesBank, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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 Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) pursuant to a letter of representations, dated as of February 22, 2010 (the “DTC Agreement”), $0.01 par value per share among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of February 21, 2014 (the “Underlying SecuritiesRegistration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company 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 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 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 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” in accordance with the terms of the Indenture and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as hereinafter defined) 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”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the Guarantees related thereto are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter herein collectively referred to as the “RepresentativesSecurities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” The Securities and Company understands that the Underlying Securities will be offered without being registered under Initial Purchasers propose to make an offering of the Securities Act 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 1933, as amended the Securities to purchasers (the “Securities ActSubsequent Purchasers”), to “qualified institutional buyers” as defined in, and ) on the terms set forth in compliance with the exemption from registration provided by, Rule 144A under Pricing Disclosure Package (the first time when sales of the Securities Act (are made is referred to as the “Qualified Institutional BuyersTime of Sale”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) Securities are to be offered 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 sold to or through 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 without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion terms of this Offeringthe 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 hereby confirms that it has authorized prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated February 6, 2014 (the use “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated February 6, 2014 (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 Offering Memorandum in connection with 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 and resale of memorandum dated 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 attached hereto as Annex A date hereof (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration StatementFinal Offering Memorandum”).

Introductory. EPIX Medical, Outerwall Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant issue and sell to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC HSBC Securities (USA) Inc. (“▇▇ ▇▇▇▇▇HSBC”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC ) and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the other several Initial Purchasers named in Schedule A (the “Initial Purchasers,” or, each, an “Initial Purchaser”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $75,000,000 300,000,000 aggregate principal amount of its3the Company’s 5.875% Convertible Senior Notes due 2024 2021 (the “Firm SecuritiesNotes”). The Company also proposes HSBC has agreed to sell to act as the representative of the several Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 Purchasers (the “Optional SecuritiesRepresentative”) in connection with the offering and sale of the Securities (as defined below). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to will be issued pursuant to an Indenture indenture, to be dated as of June 79, 2004 2014 (the “Indenture”), among the Company, the Guarantors (as defined below) to be entered into by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Securities Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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 BuyersDepositary”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 holders 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 Agreementregistration rights agreement, substantially in the form attached hereto to be dated as Annex A of June 9, 2014 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree 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 Commission Securities (as defined below) to be offered in exchange for the Securities (the “CommissionExchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 under 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 registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are 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 (as defined below) 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 “Shelf Registration StatementGuarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the notes to be offered in exchange for the Notes in the Exchange Offer (the “Exchange Notes”) and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” This Agreement, the Registration Rights Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.”

Introductory. EPIX MedicalKey Energy Services, Inc., a Delaware Maryland corporation (the “Company”), proposes to sell, pursuant to agrees with the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC several initial purchasers named in Schedule A hereto (the “▇▇ ▇▇▇▇▇Purchasers”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC for whom you are acting as representative (the “Initial Purchasers,” or, each, an “Initial PurchaserRepresentative”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to issue and sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional several Purchasers $25,000,000 200,000,000 principal amount of its 36.750% Convertible Senior Notes due 2024 2021 (the “Optional SecuritiesNotes”). The Firm Securities and ) under the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to be issued pursuant to an Indenture to be indenture, dated as of June 7March 4, 2004 (the “Indenture”) to be entered into by and 2011, between the Company and U.S. The Bank National Associationof New York Mellon Trust Company, N.A., as trustee (the “TrusteeBase Indenture”). The Securities will be convertible into shares , as supplemented by a supplemental indenture, dated as of March 4, 2011, and as amended as of the Closing Date, among the Company’s common stock , the guarantors named in Annex I hereto (the “Common StockGuarantors”)) and The Bank of New York Mellon Trust Company, $0.01 par value per share N.A., as trustee. The Notes will be fully and unconditionally guaranteed as to the payment of principal, premium, if any, and interest, jointly and severally, by each of the Guarantors (such guarantees, the “Underlying Guarantees” and, together with the Notes, the “Offered Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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 previously issued $475,000,000 in aggregate principal amount of its 6.750% Senior Notes due 2021 (the “Preliminary Offering MemorandumExisting Notes”) under the Indenture as it existed on March 4, 2011. The Notes constitute “Additional Notes” (as such term is defined in the Indenture) under the Indenture. Except as otherwise disclosed in the General 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 prepare an offering memorandum dated be treated as a single series of debt securities for all purposes under the date hereof (the “Offering Memorandum”) setting forth information concerning the Company, the Securities and the Underlying SecuritiesIndenture. Copies The holders 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 Offered Securities and Exchange Commission (the “Commission”) and any amendments thereto that are made prior to the completion of 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 AgreementAgreement dated as of the Closing Date among the Company, substantially in the form attached hereto as Annex A Guarantors and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company will and the Guarantors agree to file a registration statement with the Commission registering the exchange of the Offered Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 related Guarantees under the Securities Act (the “Shelf Registration Statement”)Act.

Introductory. EPIX Medical, Inc.The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Company, a Delaware Massachusetts corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Co., LLC ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) 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 Company’s 5.625% Senior Notes due 2027 (the “Notes”). ▇▇▇▇▇▇▇ & ▇▇▇▇▇ has agreed to act as the representative of the several 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 March 14, 2019 (the “Indenture”), among the Company, Inc., the Guarantors (as defined below) and ▇▇▇▇▇ Fargo SecuritiesBank, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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 issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), $0.01 par value per share among the Company, the Trustee and the Depositary. 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 (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, i) ▇▇▇▇▇▇▇ & Company’▇, Inc., ▇▇▇▇▇ Fargo Securities, LLC a Delaware corporation (the “Parent Guarantor”) and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting the other entities listed on the signature pages hereof as representatives “Guarantors” and (ii) any subsidiary of the several Initial Purchasers Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and in such capacity their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are hereinafter herein collectively referred to as the “RepresentativesSecurities.” This Agreement, the DTC Agreement, the 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 Securities on the terms and in the Underlying 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 will 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”) 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), in reliance upon exemptions therefrom. Pursuant to “qualified institutional buyers” as defined inthe terms of the Securities and the Indenture, and in compliance with 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 provided by, requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Qualified Institutional BuyersRule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum Preliminary Offering Memorandum, dated June 1February 28, 2004 2019 (the “Preliminary Offering Memorandum”) ), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated February 28, 2019 (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 the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare an and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).

Introductory. EPIX MedicalSpeedway Motorsports, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant issue and sell to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC 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 $150,000,000 aggregate principal amount of the Company’s 6 3/4% Senior Notes due 2019 (the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Company, Inc.▇▇▇▇▇ Incorporated (“BofAML”), ▇▇▇▇▇ Fargo Securities, LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC , Inc. have agreed to act as the representatives of the several Initial Purchasers (the “Initial Purchasers,” or, each, an “Initial PurchaserRepresentatives”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”Notes. The Securities are to (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of June 7February 3, 2004 2011 (the “Indenture”), among the Company, the Guarantors (as defined below) to be entered into by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Securities Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), $0.01 par value per share among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of February 3, 2011 (the “Underlying SecuritiesRegistration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company 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 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 registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are 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, premium, if any, and interest and Additional Interest (as defined in the Indenture), if any, will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) all of the operative subsidiaries of the Company (except for Oil-Chem Research Corporation and its subsidiaries), which are listed on the signature pages hereof as “Guarantors”, and (ii) any operative subsidiary of the Company formed or acquired after the Closing Date or any other subsidiary 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”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the Guarantees attached thereto are acting as representatives of the several Initial Purchasers and in such capacity 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.” The Securities and the Underlying Securities will be offered without being registered under the Securities Act Company has entered into an Amendment, dated as of 1933December 8, as amended 2010 (the “Securities ActAmendment”) to that certain Amended and Restated Credit Agreement dated as of July 14, 2009, by and among the Company and Speedway Funding, LLC, as borrowers, the subsidiaries from time to time party thereto, as guarantors, and the several lenders from time to time party thereto, including Bank of America, N.A., as administrative agent, swingline lender and issuing lender, Wachovia Bank, National Association and JPMorgan Chase Bank, N.A. as syndication agents and SunTrust Bank and U.S. Bank National Association as documentation agents (the “Existing Credit Agreement”), to permit the issuance of the Securities and the use of proceeds therefrom to fund a portion of the purchase price for the Company’s outstanding 6 3/4% Senior Subordinated Notes due 2013 (the “qualified institutional buyers” Existing Senior Subordinated Notes”) being tendered for (the “Offer”) pursuant to the terms and subject to the conditions set forth in that certain Dealer Manager and Solicitation Agent Agreement dated January 20, 2011 by and among the Company and BofAML and the associated Tender Documents (as defined in, therein). The Company and the Guarantors understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in compliance with the exemption from registration provided bymanner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, Rule 144A under subject to the conditions set forth herein, all or a portion of the Securities Act to purchasers (the “Qualified Institutional BuyersSubsequent 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 Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) Securities are to be offered 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 sold to or through 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 without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion terms of this Offeringthe Securities and the Indenture, Subsequent Purchasers who acquire Securities shall be deemed to have agreed that such 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 hereby confirms that it has authorized prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated January 20, 2011 (the use “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated January 20, 2011 (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 Offering Memorandum in connection with 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 and resale of memorandum dated 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 attached hereto as Annex A date hereof (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration StatementFinal Offering Memorandum”).

Introductory. EPIX Medical, Inc.L-3 Communications Corporation, a Delaware corporation (the “Company”), proposes to sell, pursuant issue and sell to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC several underwriters named in Schedule A (the “▇▇ ▇▇▇▇▇Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $650,000,000 in aggregate principal amount of the Company’s 4.95% Senior Notes due 2021 (the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Company▇▇▇▇▇ Incorporated, Inc., Barclays Capital Inc. and ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Initial Purchasers,” or, each, an “Initial PurchaserRepresentatives”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 (the “Firm Securities”)Notes. The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to will be issued pursuant to an Indenture to be indenture, dated as of June 7May 21, 2004 2010 (the “Base Indenture”), among the Company, the Guarantors (as defined below) to be entered into by and between the Company and U.S. The Bank National Associationof New York Mellon, as trustee (the “Trustee”). The Securities Certain terms of the Notes will be convertible into shares established pursuant to a supplemental indenture, dated as of the Company’s common stock Closing Date (as defined in Section 2 below) (the “Common StockSupplemental Indenture”)) to the Base Indenture (together with the Base Indenture, $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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 BuyersIndenture”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 Notes will be guaranteed (the “Preliminary Offering MemorandumGuarantees”) and will prepare on an offering memorandum dated unsecured senior basis by each of the date hereof entities listed on Exhibit A hereto (the “Offering MemorandumGuarantors”). 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) setting forth information concerning (the “DTC Agreement”), among the Company, the Securities Trustee and the Underlying SecuritiesDepositary. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the 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 Guarantors have prepared and supplements thereto and all documents incorporated by reference therein (“Incorporated Documents”) that are filed with the Securities and Exchange Commission (the “Commission”) and any amendments thereto that are made prior to the completion of 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act on Form S-3 (the “Shelf Registration Statement”).File No. 333-

Introductory. EPIX Medical, Pinduoduo Inc., a Delaware corporation an exempted company incorporated in the Cayman Islands (“Company”) agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters an aggregate of [ ] American Depositary Shares (“American Depositary Shares” or “ADSs”), each representing four Class A ordinary shares of the Company, par value US$0.000005 per share of the Company (“Ordinary Shares”) (the “CompanyFirm Shares,” and such ADSs, the “Firm ADSs”). The Company also agree to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] ADSs, each representing four Class A Ordinary Shares (the “Optional Shares,” and such ADSs, the “Optional ADSs”), proposes as set forth below. The Firm Shares and the Optional Shares are herein collectively called the “Offered Shares”. The ADSs are to sellbe issued pursuant to a Deposit Agreement dated July 25, 2018 (the “Deposit Agreement”) among the Company, Deutsche Bank Trust Company Americas, as Depositary (the “Depositary”), and the owners and holders from time to time of the ADSs issued under the Deposit Agreement. Each ADS will initially represent the right to receive four Ordinary Shares deposited pursuant to the terms Deposit Agreement. Concurrently with the issuance and offering of this Agreementthe Offered Shares, to the Company is offering in an offering registered under the Act (as defined below) by means of a base prospectus as supplemented by a prospectus supplement US$[ ] aggregate principal amount of the Company’s [ ]% Convertible Senior Notes due 2025 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Asia) L.L.C. and BofA Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC Inc. are acting as underwriters (collectively the “Initial Purchasers,” or, each, an “Initial PurchaserNote Underwriters”), $75,000,000 principal amount ) in the concurrent offering of its3% Convertible Senior Notes due 2024 (the “Firm Securities”)Notes. The Company also proposes has granted the Notes Underwriters an option to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, purchase up to an additional $25,000,000 US$[ ] aggregate principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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’s common stock (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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”)Notes. The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 Note Underwriters will be entitled entering into an underwriting agreement with respect to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”)such concurrent offering.

Introductory. EPIX MedicalInverness Medical Innovations, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant issue and sell to the terms several underwriters named in Schedule A (the “Underwriters”) $150,000,000 aggregate principal amount of this Agreementits 7.875% senior unsecured notes due 2016 (the “Notes”). The Company’s obligations under the Notes and the Indenture (as defined below) will be, to ▇▇ ▇▇▇▇▇ & Co.jointly and severally, LLC unconditionally guaranteed (the “▇▇ ▇▇▇▇▇Guarantees”), 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 Notes and the Guarantees are referred to herein as the “Securities.” 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”). ▇▇▇▇▇▇▇▇▇ & Company, Inc.Inc. (“Jefferies”), ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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’s common stock (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., Co. (“GS”) and ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇(“▇▇▇▇▇ + Co. LLC are acting Fargo”) have agreed to act as representatives of the several Initial Purchasers and Underwriters (in such capacity are hereinafter referred to as capacity, the “Representatives.” The Securities and the 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”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 sale of the Securities Securities. The Issuers have prepared 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant on Form S-3 (File No. 333 158542), and have prepared a base prospectus to Rule 415 be used in connection with the public offering and sale of the Securities. Such base prospectus, as modified and attached to the Preliminary Prospectus (as defined below) is referred to herein as the “Base Prospectus”. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became automatically effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Shelf Registration StatementSecurities Act”)., 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 Securi-

Introductory. EPIX Medical, Inc.Santander Drive Auto Receivables LLC, a Delaware corporation limited liability company (the “CompanySeller” or “Depositor”) and Santander Consumer USA Inc., an Illinois corporation (“SCUSA”), proposes to sell, pursuant to the terms of this Agreement, to confirm their agreement with ▇▇ .▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇. ▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. Securities LLC (the “Initial Purchasers,” or, each, an “Initial PurchaserUnderwriter”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). ) as follows: The Company also Seller proposes to sell to the Initial Purchasers, upon Underwriter the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 397,200,000 3.06% Convertible Senior Class C Asset Backed Notes due 2024 (the “Optional SecuritiesNotes”) issued by Santander Drive Auto Receivables Trust 2010-3, a Delaware statutory trust (the “Issuer”). The Firm Securities and Notes were issued by the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to be issued Issuer pursuant to an Indenture to be dated as of June 7, 2004 (the “Indenture”) to be entered into by and ), dated as of November 24, 2010 (the “Original Closing Date”), between the Company Issuer and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”). The Securities will be convertible into shares Notes are collateralized by the Trust Estate (as defined below). The assets of the Company’s common stock Issuer (the “Common StockTrust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of November 24, 2010, by and among the Seller, the Issuer, SCUSA, as servicer, and the Indenture Trustee (the “Sale and Servicing Agreement”), $0.01 par value per share the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) rights under the Sale and Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. NY1 8979267v.7 The Receivables and related property were conveyed to the Seller by SCUSA pursuant to the Purchase Agreement, dated as of November 24, 2010, between the Seller and SCUSA (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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 MemorandumPurchase Agreement”) and will prepare an offering memorandum dated were conveyed to 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 Issuer by the Company to the Initial Purchasers Seller pursuant to the Sale and Servicing Agreement. The terms of this the Notes are set forth in the Base Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. Any references herein to the Preliminary Offering Memorandum The Seller has prepared 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 “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and any the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-180147), including a form of prospectus, as amended by pre-effective amendments thereto that are made no. 1, no. 2 and no. 3 relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the completion date hereof, or the Seller has prepared and filed (before the expiration of this Offering. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection such three year period) with the offering and resale of the Securities and the Underlying Securities by the Initial Purchasers Commission in accordance with Section 3. Each the Act, a new shelf registration statement on Form S-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the Initial Purchasers and its direct and indirect transferees will be entitled effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the benefits execution and delivery of a Registration Rights this Underwriting Agreement, substantially the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in the form attached hereto this Underwriting Agreement (as Annex A (defined below) as the “Registration Rights Agreement”), pursuant to which the Statement.” The Company will agree proposes to file with the Securities and Exchange Commission pursuant to Rule 424(b) under the Act (the “CommissionRule 424(b)”) a shelf registration statement supplement dated September 13, 2013 (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 415 under the Securities Act (424(b) is hereinafter referred to as the “Shelf Registration StatementBase Prospectus”)) relating to the Notes and the method of distribution thereof. The Base Prospectus and the Prospectus Supplement together are hereinafter referred to as the “Prospectus.” Pursuant to this Underwriting Agreement and subject to the terms hereof, the Seller agrees to sell the Notes to the Underwriter.

Introductory. EPIX Medical▇▇▇▇▇▇▇ Enterprises, Inc., a Delaware Louisiana corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Co., LLC ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule B (the “Initial Purchasers”), 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 “Notes”). ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC has agreed to act as the representative of the Initial Purchasers (the “Initial Purchasers,” or, each, an “Initial PurchaserRepresentative”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”Notes. The Securities are to (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of June 7April 18, 2004 2011, (the “Indenture”), among the Company, the Guarantors (as defined below) to be entered into by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Securities Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), $0.01 par value per share among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of April 18, 2011 (the “Underlying SecuritiesRegistration 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 registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are 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”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives Each of the several Initial Purchasers Guarantors as of the date of this Agreement is listed in Schedule A attached hereto. The Notes and in such capacity the Guarantees attached thereto 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.” The Securities and proceeds from the Underlying Securities offering of the Notes, together with cash from the Company’s balance sheet, will be offered without being registered under used for the Securities Act repurchase of 1933the 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, as amended accrued interest, fees and expenses and/or to redeem any such notes not tendered (collectively, 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 BuyersRefinancing 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 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 has prepared 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 Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a preliminary offering memorandum dated June 1, 2004 portion of the Securities to purchasers (the “Preliminary Offering MemorandumSubsequent Purchasers”) and will prepare an offering memorandum dated on the date hereof terms set forth in the Pricing Disclosure Package (the “Offering Memorandum”) setting forth information concerning the Company, first time when sales of the Securities are made is referred to as the “Time of Sale” 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 be 4:27 p.m. (Eastern time) on the date hereof). The Securities are to be offered and supplements thereto and all documents incorporated by reference therein (“Incorporated Documents”) that are filed sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto 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 made 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 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 “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 amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the completion Time of this OfferingSale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the 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 that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection its agreements 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).follows:

Introductory. EPIX MedicalNew Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Co., LLC ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) 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 $265,000,000 aggregate principal amount of the Company’s 13% Senior Secured Notes due 2018 (the “Notes”). ▇▇▇▇▇▇▇ & ▇▇▇▇▇ has agreed to act as the representative of the several 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 March 15, 2012 (the “Indenture”), as may be amended or supplemented from time to time, among the Company, Inc., the Guarantors (as defined below) and ▇▇▇▇▇ Fargo SecuritiesBank, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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”) and as collateral trustee (the “Notes Collateral Agent”). 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 Notes will be entitled to the benefits of a registration rights agreement, to be dated as of March 15, 2012 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Representative, pursuant to which the Company 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 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 best 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 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 and the Exchange Notes will be fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by the entities listed on the signature pages hereof as “Guarantors” 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 “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” On the Closing Date (as defined below), the Company and the Guarantors will enter into an asset-based revolving credit facility (the “ABL Facility”; the credit agreement governing the ABL Facility, together with any other documents, agreements or instruments delivered in connection therewith, the “ABL Facility Documentation”). As described in the Pricing Disclosure Package (as defined below) and the Final Memorandum (as defined below), proceeds from the issuance and sale of the Securities and borrowing under the ABL Facility shall be used to repay certain of the Company’s existing indebtedness (the “Refinancing”) and pay related fees and expenses. The Securities will be convertible into shares secured, subject to permitted liens (as described in the Pricing Disclosure Package), on a first-priority basis by liens on the Notes Collateral (as described in the Pricing Disclosure Package) and on a second-priority basis by liens on the ABL Collateral (as defined in the Offering Memorandum), and documented by a security agreement, dated as of the Company’s common stock Closing Date (the “Common StockSecurity Agreement”), $0.01 par value per share and other instruments evidencing or creating a security interest (collectively, with the Intercreditor Agreement referred to below, the “Security Documents”) in favor of the Notes Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Notes.The Notes Collateral and the ABL Collateral shall be referred to herein as the “Collateral”.The liens on the Collateral securing the Notes will be subject to an Intercreditor Agreement, dated as of the Closing Date (the “Underlying SecuritiesIntercreditor Agreement”), by and between the Notes Collateral Agent and the ABL Agent (as defined in the Pricing Disclosure Package), and acknowledged by the Company and the Guarantors. ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo The issuance of the Securities, LLC the Exchange Offer, the execution and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives delivery of the several ABL Facility Documentation and any borrowings made on the Closing Date under any ABL Facility, the repayment of certain outstanding indebtedness, the payment of all fees and expenses related to the foregoing and certain other transactions and events described in the Pricing Disclosure Package shall be referred to herein as the “Transactions.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Notes, the Security Documents, the ABL Facility Documentation and the Indenture (including any supplement thereto) are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in such capacity the manner set forth herein and in the Pricing Disclosure Package 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 hereinafter made is referred to as the “Representatives.” The Securities and the Underlying Securities will be offered without being registered under the Securities Act Time 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 BuyersSale”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) Securities are to be offered 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 sold to or through 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 without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion 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 prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated February 29, 2012 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated March 1, 2012 (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 the “Pricing Disclosure Package.” Promptly after this OfferingAgreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection its agreements 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).follows:

Introductory. EPIX Medical, Inc.▇▇▇▇ Corporation, a Delaware corporation (the “Company”"COMPANY"), proposes proposes, subject to sell, pursuant to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth stated herein, to issue and sell the several initial purchasers named in Section 3 hereof, up to an additional Schedule A hereto (the "PURCHASERS") $25,000,000 400,000,000 principal amount of its 35-3/4% Convertible Senior Notes due 2024 2014 (the “Optional Securities”"NOTES"), to be guaranteed on a joint and several basis by the Guarantors listed on Schedule B hereto (each a "GUARANTOR" and together, the "GUARANTORS"). The Firm Securities Notes and the Optional Securities are hereinafter collectively referred to as guarantees of the “Securities”. The Securities Guarantors (the "GUARANTEES" and, together with the Notes, the "SECURITIES")) are to be issued pursuant to the provisions of an Indenture to be dated as of June 7August 3, 2004 (the “Indenture”"INDENTURE") to be entered into by among the Company, the Guarantors and between the Company and U.S. Bank National AssociationBNY Midwest Trust Company, as trustee (the “Trustee”"TRUSTEE"). The Securities will be convertible into shares of the Company’s common stock (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the Underlying Securities will be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), to “qualified institutional buyers” as defined in, and buyers in compliance with the exemption from registration provided by, by Rule 144A under the Securities Act and in offshore transactions in reliance on Regulation S under the Securities Act (“Qualified Institutional Buyers”"REGULATION S"). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 their direct and indirect transferees will be entitled to the benefits of a Registration Rights AgreementAgreement dated as of August 3, substantially in 2004 among the form attached hereto as Annex A Company, the Guarantors and the Purchasers (the “"REGISTRATION RIGHTS AGREEMENT"). Pursuant to the Registration Rights Agreement”), pursuant to which each of the Company will agree and the Guarantors has agreed to file with the Securities and Exchange Commission (the “Commission”"COMMISSION") (i) a registration statement (the "EXCHANGE OFFER REGISTRATION STATEMENT") under the Securities Act registering the offering of notes (the "EXCHANGE NOTES") and related guarantees with substantially identical terms in all material respects to the Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions or additional interest) to be offered in exchange for the Securities and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement”, the "REGISTRATION STATEMENTS").

Introductory. EPIX Medical, Toys “R” Us Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant issue and sell up to the terms $400,000,000 aggregate initial public offering price of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC its 7.375% Notes Due 2018 (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to will be issued pursuant to in one series as senior unsecured indebtedness under an Indenture to be dated as of June 7, 2004 (the “Indenture”) to be entered into by and dated as of May 28, 2002 between the Company and U.S. The Bank National Associationof New York, as trustee Trustee (the “Trustee”). The Company will offer the Securities will be convertible into shares of the Company’s common stock (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securitiesthrough an underwriting syndicate managed by Citigroup Global Markets Inc. and Wachovia Capital Markets, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as (together, the “Representatives.” The Securities and the 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 1has, 2004 as of the date hereof, entered into an agreement (the “Preliminary Offering MemorandumTerms Agreement”) providing for the sale of the Securities to, and will prepare an the purchase and offering memorandum dated thereof by, the date hereof Representatives and the other underwriters named in the Terms Agreement, (the “Offering Memorandum”) setting forth information concerning Underwriters,” which term shall include the CompanyRepresentatives, as well as any Underwriter substituted pursuant to Section 8 hereof). The Terms Agreement, attached hereto as Exhibit A, specifies the name of each Underwriter participating in the offering (subject to substitution as provided in Section 8 hereof), the aggregate principal amount of Securities and which each such Underwriter severally agrees to purchase, the Underlying Securities. Copies of price at which the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered Securities are to be purchased by the Company to Underwriters, the Initial Purchasers pursuant to the terms form, time, date and place of this Agreement. Any references herein to the Preliminary Offering Memorandum delivery 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 payment of the Securities and the Underlying other material variable terms of the Securities. This offering of Securities through the Underwriters will be governed by this Underwriting Agreement, as supplemented 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 Terms Agreement, substantially in the form attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).

Introductory. EPIX Medical, Inc.The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Company, a Delaware Massachusetts corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Co., LLC ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) 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 $400,000,000 aggregate principal amount of the Company’s 5.250% Senior Notes due 2021 (the “Notes”). ▇▇▇▇▇▇▇ & ▇▇▇▇▇ has agreed to act as the representative of the several 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 August 12, 2013 (the “Indenture”), among the Company, Inc., the Guarantors (as defined below) and ▇▇▇▇▇ Fargo SecuritiesBank, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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 issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), $0.01 par value per share among the Company, 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 12, 2013 (the “Underlying SecuritiesRegistration 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 Securities (the “Exchange Notes”) 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 commercially reasonable efforts to cause such registration statements to be declared effective. ▇▇ ▇▇▇▇▇All references herein to the Exchange Securities and the Exchange Offer are 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) ▇▇▇▇▇▇▇ & Company’▇, Inc., ▇▇▇▇▇ Fargo Securities, LLC a Delaware corporation (the “Parent Guarantor”) and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting the other entities listed on the signature pages hereof as representatives “Guarantors” and (ii) any subsidiary of the several Initial Purchasers Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and in such capacity their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto 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.” 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 Securities on the terms and in the Underlying 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 will 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”) 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), in reliance upon exemptions therefrom. Pursuant to “qualified institutional buyers” as defined inthe terms of the Securities and the Indenture, and in compliance with 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 provided by, requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Qualified Institutional BuyersRule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum Preliminary Offering Memorandum, dated June 1August 5, 2004 2013 (the “Preliminary Offering Memorandum”) ), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated August 7, 2013 (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 the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare an and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final 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 “Commission”) and any amendments thereto that are made prior to the completion of this Offering). The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection its agreements 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).follows:

Introductory. EPIX MedicalCardtronics, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Co., LLC ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) 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 $250,000,000 aggregate principal amount of the Company’s 5.125%Senior Notes due 2022 (the “Notes”). ▇▇▇▇▇▇▇ & ▇▇▇▇▇ has agreed to act as the representative of the several 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 July 28, 2014 (the “Indenture”), among the Company, Inc.the Guarantors (as defined below), and ▇▇▇▇▇ Fargo SecuritiesBank, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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 Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), $0.01 par value per share between the Company and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of July 28, 2014 (the “Underlying SecuritiesRegistration 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 registration statements to be declared effective. 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 a supplement to the Indenture guaranteeing the Notes in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the related Guarantees are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter herein collectively referred to as the “RepresentativesSecurities”; and the Exchange Notes and the related Guarantees are herein collectively referred to as the “Exchange Securities.” In connection with the offering of the Securities, the Company is separately commencing a tender offer (the “Tender Offer”) for any and all of the $179,442,000 outstanding aggregate principal amount of its 8.250% senior subordinated notes due 2018 (the “2018 Notes”). In conjunction with the Tender Offer, the Company is also soliciting from holders of the 2018 Notes (the “Consent Solicitation”) consents to proposed amendments to the indenture governing the 2018 Notes, which would eliminate most of the covenants and certain events of default applicable to the 2018 Notes. The offering of Securities is not conditioned upon the Company’s completion of the Tender Offer or the Consent Solicitation. This Agreement, the Registration Rights Agreement, the DTC Agreement, the Notes, the Exchange Notes and the Indenture are referred to herein as the “Transaction Documents.” The Securities and Company understands that the Underlying Securities will be offered without being registered under Initial Purchasers propose to make an offering of the Securities Act on the terms and in the manner set forth herein and in the Pricing Disclosure Package and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of 1933, as amended the Securities to purchasers (the “Securities ActSubsequent Purchasers”), to “qualified institutional buyers” as defined in, and ) on the terms set forth in compliance with the exemption from registration provided by, Rule 144A under Pricing Disclosure Package (the first time when sales of the Securities Act (are made is referred to as the “Qualified Institutional BuyersTime of Sale”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) Securities are to be offered 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 sold to or through 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 without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion terms of this Offeringthe Securities and the Indenture, investors who acquire the Securities shall be deemed to have agreed that the 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 hereby confirms that it has authorized prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated July 14, 2014 (the use “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Term Sheet, dated July 14, 2014 (the “Pricing Term Sheet”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities, attached hereto as Schedule B. The Preliminary Offering Memorandum and the Offering Memorandum in connection with Pricing Term Sheet 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 and resale of memorandum dated 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 attached hereto as Annex A date hereof (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration StatementFinal Offering Memorandum”).

Introductory. EPIX Medical, Inc.Dynagas LNG Partners LP, a Delaware corporation (limited partnership organized under the “Company”), proposes to sell, pursuant to the terms laws of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇The Republic of The ▇▇▇▇▇▇▇▇ + Co. LLC Islands (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to be issued pursuant to an Indenture to be dated as of June 7, 2004 (the “IndenturePartnership”) 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’s common stock (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Dynagas Finance Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇a corporation incorporated under the laws of The Republic of The ▇▇▇▇▇▇▇▇ + Co. LLC Islands (“Finance Inc.” and, together with the Partnership, the “Issuers”), agree with the several Underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as (the “Representatives.” The Securities and the 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”) 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 agreement (this “Incorporated Documents”) that are filed with the Securities and Exchange Commission (the “Commission”) and any amendments thereto that are made prior to the completion of 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which issue and sell to the Company will agree to file with the Securities and Exchange Commission Underwriters (the “CommissionOffering”) a shelf registration statement pursuant to Rule 415 under the Securities Act $[—] aggregate principal amount of their [—]% Senior Notes due 2019 (the “Shelf Registration StatementInitial Notes”). The Issuers also propose to grant to the Underwriters an option to purchase up to $[—] aggregate principal amount of additional [—]% Senior Notes due 2019 (the “Option Notes,” the Initial Notes and the Option Notes being hereinafter collectively referred to as the “Notes”). The Notes are to be issued under a Base Indenture (the “Base Indenture”) dated as of August [—], 2014, by and among the Issuers and [—], as Trustee (the “Trustee”), as supplemented by a Supplemental Indenture thereto, to be dated as of the Closing Date (as defined herein) (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). To the extent there are no additional Underwriters listed in Schedule A other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.

Introductory. EPIX Medical, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇ Company, LLC, a limited liability company organized in Puerto Rico, and ▇▇▇▇▇▇ + Co. ▇▇▇▇▇▇▇▇ 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,” or, each, an “Initial Purchaser”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $75,000,000 750,000,000 aggregate principal amount of its3the Issuers’ 7 3/4% Convertible Senior Notes due 2024 2018 (the “Firm SecuritiesNotes”). The Company also proposes BAS has agreed to sell to act as the representative of the several Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 Purchasers (the “Optional SecuritiesRepresentative”) in connection with the offering and sale of the Securities (as defined below). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to will be issued pursuant to an Indenture indenture, to be dated as of June 7August 20, 2004 2010 (the “Indenture”), among the Issuers, the Guarantors (as defined below) to be entered into by and between the Company and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), $0.01 par value per share 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 “Underlying 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 registration statements to be declared effective. ▇▇ All references herein to the Exchange Securities and the Exchange Offer are 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 ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC 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 acting as representatives of the several Initial Purchasers and in such capacity 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.” The Securities and Issuers understand that the Underlying Securities will be offered without being registered under Initial Purchasers propose to make an offering of the Securities Act 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 1933, as amended the Securities to purchasers (the “Securities ActSubsequent Purchasers”), to “qualified institutional buyers” as defined in, and ) on the terms set forth in compliance with the exemption from registration provided by, Rule 144A under Pricing Disclosure Package (the first time when sales of the Securities Act (are made is referred to as the “Qualified Institutional BuyersTime of Sale”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) Securities are to be offered 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 sold to or through 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 without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion terms of this Offeringthe 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 hereby confirms that it has authorized Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated August 12, 2010 (the use “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 Offering Memorandum in connection with Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering and resale of memorandum dated 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 attached hereto as Annex A date hereof (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration StatementFinal Offering Memorandum”).

Introductory. EPIX Medical, Inc., a Delaware corporation (a) Compagnie Généralé de Géophysique (the “Company”), proposes to sell, pursuant to a société anonyme incorporated under the terms laws of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC France and registered at the Evry Commercial Registry under Number B 969 202 241 (“▇▇ ▇▇▇▇▇”69B00224), ▇▇▇▇▇▇▇ & Companyproposes, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes subject to sell to the Initial Purchasers, upon the terms and conditions set forth stated herein, to issue and sell to the initial purchasers named in Section 3 hereof, up to an additional $25,000,000 Schedule A hereto (the “Purchasers”) U.S.$165,000,000 in aggregate principal amount of its 371/2% Convertible Senior Notes due 2024 2015 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the Notes” or “Securities”. The Securities are ) to be issued pursuant to under an Indenture to be indenture, dated as of June 7, 2004 on or about 28 April 2005 (the “Indenture”), among the Company, the Guarantors (as defined below) to be entered into by and between the Company and U.S. Bank JPMorganChase Bank, National Association, as trustee (the “Trustee”). . (b) The Securities will may be convertible into shares of sold by the Company’s common stock Purchasers pursuant to Regulation S (the “Common StockRegulation S”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the Underlying Securities will be offered without being registered ) under the U.S. Securities Act of 1933, as amended 1933 (the “Securities Act”), ) to “qualified institutional buyers” as defined in, investors outside of the United States of America and in compliance with the exemption from registration provided by, pursuant to Rule 144A (“Rule 144A”) under the Securities Act to qualified institutional buyers in the United States of America. (c) Application has been made to list the Notes on 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 “Qualified Institutional BuyersGuarantee”, 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 Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 holders 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 Agreement dated as of the form attached hereto as Annex A 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 will agree agrees to file a registration statement (the “Exchange Offer/Shelf Registration Statement”) with the Securities and Exchange Commission (the “Commission”) registering the exchange of a shelf registration statement pursuant to Rule 415 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 (such notes and guarantees of such notes, the “Exchange Securities”) for the Securities and/or the resale of the Securities under the Securities Act (Act. Capitalised terms not otherwise defined herein shall have the “Shelf Registration Statement”).meaning ascribed to such terms in the Indenture. The Company hereby agrees with the several Purchasers as follows:

Introductory. EPIX MedicalGray 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 ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC issue and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC sell (the “Initial Sale”) to the [Purchaser] and its affiliates signatory hereto (collectively, the “Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 [ ] aggregate principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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’s common stock 9.625% Senior Secured Second Lien Notes due 2032 (the “Common StockAdditional Notes”), ) in connection with its offering of $0.01 par value per share (250,000,000 total aggregate principal amount of Additional Notes. The Purchasers understand that the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the Underlying Securities will be offered Sale is being made without being registered registration 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), or 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 meaning of Rule 501 of Regulation D under the Securities Act that are also “qualified institutional buyers” as defined in, and in compliance with (within the exemption from registration provided by, 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, dated as of July 18, 2025 (the “Qualified Institutional BuyersBase Indenture”), among the Company, the Guarantors (as defined below) and U.S. Bank Trust Company, 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 prepared a preliminary offering memorandum dated June 1, 2004 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 “Preliminary Offering MemorandumExisting 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 prepare an offering memorandum dated be treated together with the date Existing Notes as a single series of debt securities for all purposes under the Indenture. The payment of principal of, premium, if any, and 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 (the “Offering Memorandum”ii) setting forth information concerning the Company, the Securities and the Underlying Securities. Copies any subsidiary of the Preliminary Offering Memorandum have been, and copies of Company formed or acquired after the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to Closing Date that executes a guarantee in accordance with 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 Indenture (the “Commission”entities referred to in (i) and any amendments thereto that are made prior to the completion of 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(ii) together, substantially in the form attached hereto as Annex A (the “Registration Rights AgreementGuarantors”), pursuant to which the Company will agree to file with the Securities and Exchange Commission their guarantees (the “CommissionGuarantees”) a shelf registration statement pursuant ). The Additional Notes and the Guarantees attached thereto are herein together referred to Rule 415 under the Securities Act (as the “Shelf Registration StatementSecurities.” The Additional Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company ( “DTC”).

Introductory. EPIX MedicalCelanese US Holdings LLC, Inc.a Delaware limited liability company (the “Company”), a wholly-owned subsidiary of Celanese Corporation, a Delaware corporation (the “CompanyParent Guarantor”), proposes to sell, pursuant issue and sell to the terms of this Agreementseveral underwriters listed in Schedule A hereto (the “Underwriters”), to for whom BofA Securities, Inc. (“BofA”), HSBC Securities (USA) Inc. (“HSBC”) and ▇▇ .▇. ▇▇▇▇▇▇ & Co., Securities LLC (“▇▇ .▇. ▇▇▇▇▇▇”) are acting as representatives (the “Representatives”), ▇▇▇▇▇▇▇ & (i) $1,000,000,000 aggregate principal amount of the Company’s 6.350% Senior Notes due 2028 (the “2028 Notes”), (ii) $1,000,000,000 aggregate principal amount of the Company’s 6.550% Senior Notes due 2030 (the “2030 Notes”) and (iii) $1,000,000,000 aggregate principal amount of the Company’s 6.700% Senior Notes due 2033 (the “2033 Notes” and, together with the 2028 Notes and the 2030 Notes, the “Notes”). The Company intends to use the net proceeds from the issuance and sale of the Securities (as defined below) described in the Disclosure Package (as defined below) (i) to fund the Company’s tender offer, announced on August 10, 2023 and (ii) for repayment of outstanding indebtedness, including the Company’s three-year term loan credit agreement due 2025, and for other general corporate purposes. The Securities will be issued pursuant to an indenture, dated as of May 6, 2011 (the “Base Indenture”), among the Company, Inc.the Guarantors (as defined below) and Computershare Trust Company, N.A. (as successor trustee to ▇▇▇▇▇ Fargo SecuritiesBank, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC National Association), as trustee (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm SecuritiesBase Trustee”). The Company also proposes Certain terms of the Securities will be established pursuant to sell a supplemental indenture, to the Initial PurchasersBase Indenture, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to be issued pursuant to an Indenture to be dated as of June 7the Closing Date (as defined in Section 2 hereof) (the “Supplemental Indenture” and, 2004 (together with the Base Indenture, the “Indenture”) to be entered into by and between ), among the Company Company, the Guarantors, the Base Trustee and U.S. Bank Bank, National Association], as series trustee for the Notes (the “Trustee”). The Securities Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”), $0.01 par value per share pursuant to a letter of representations, dated September 16, 2010 (the “Underlying SecuritiesDTC Agreement”), among the Company and the Depositary. Subject to the terms and conditions of the Indenture, the payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (i) the Parent Guarantor and (ii) the subsidiaries of the Company that are listed on Schedule B hereof as “Subsidiary Guarantors” (collectively with the Parent Guarantor, the “Guarantors”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the Guarantees are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter herein collectively referred to as the “RepresentativesSecurities.” The Securities and the 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”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).

Introductory. EPIX Medical, Inc.Sonoco Products Company, a Delaware South Carolina corporation (the “Company”), proposes to sell, pursuant issue and sell to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC several underwriters named in Schedule A (the “▇▇ ▇▇▇▇▇Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 aggregate principal amount of its 3.125% Notes due 2030 (the “Notes”). BofA Securities, Inc. and ▇.▇. ▇▇▇▇▇▇ & CompanySecurities LLC have agreed to act as representatives of the several Underwriters (in such capacity, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial PurchaserRepresentatives”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 (the “Firm Securities”)Notes. The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to will be issued pursuant to an Indenture to be indenture, dated as of June 715, 2004 1991 (the “Base Indenture”) to be entered into by and ), between the Company and U.S. The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York), as successor in interest to Wachovia Bank of North Carolina, National Association, as trustee (the “Trustee”). The Securities Certain terms of the Notes will be convertible into shares of established pursuant to a fifth supplemental indenture to the Company’s common stock Base Indenture (the “Common StockSupplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., $0.01 par value per share as nominee of The Depository Trust Company (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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”Depositary). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) 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 “Commission”) and any amendments thereto that are made prior a registration statement on Form S-3 (File No. 333-232937), which contains a base prospectus (the “Base Prospectus”), to the completion of this Offering. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum be used in connection with the public offering and resale sale of debt securities, including the Notes, and other securities of the Company under the Securities Act of 1933, as amended, and the Underlying rules and regulations promulgated thereunder (collectively, the “Securities by Act”), and the Initial Purchasers offering thereof from time to time 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Shelf Registration Statement”).Registration

Introductory. EPIX MedicalCelanese US Holdings LLC, Inc.a Delaware limited liability company (the “Company”), a wholly-owned subsidiary of Celanese Corporation, a Delaware corporation (the “CompanyParent Guarantor”), proposes to sell, pursuant issue and sell to the terms of this Agreementseveral underwriters listed in Schedule A hereto (the “Underwriters”), to for whom ▇▇ .▇. ▇▇▇▇▇▇ & Co., LLC Securities plc (“▇▇ .▇. ▇▇▇▇▇▇”) is acting as representative (the “Representative”), ▇▇▇▇▇▇▇ & €750,000,000 aggregate principal amount of the Company’s 5.000% Senior Notes due 2031 (the “Notes”). The Company intends to use the net proceeds from the issuance and sale of the Securities (as defined below) described in the Disclosure Package (as defined below), together with the net proceeds from the Company’s concurrent U.S. Dollar notes offering of $700,000,000 aggregate principal amount of Senior Notes due 2030 and $1,100,000,000 aggregate principal amount of Senior Notes due 2033 and borrowings under the 364-Day Term Loan Credit Agreement (as defined below) (i) to fund the Company’s tender offers, announced on March 5, 2025, (ii) to repay a portion of the outstanding borrowings under the Five-Year Term Loan Credit Agreement (as defined below), (iii) to repay borrowings under the U.S. Revolving Credit Agreement (as defined below), (iv) to repay the Company’s outstanding 6.050% Senior Notes due March 15, 2025 and (v) for general corporate purposes, which may include the repayment of other outstanding indebtedness. The Securities (as defined below) will be issued pursuant to an indenture, dated as of May 6, 2011 (the “Base Indenture”), among the Company, Inc.the Guarantors (as defined below) and Computershare Trust Company, N.A. (as successor trustee to ▇▇▇▇▇ Fargo SecuritiesBank, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC National Association), as trustee (the “Initial Purchasers,Base Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture, to the Base Indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Supplemental Indenture” orand, eachtogether with the Base Indenture, an the “Initial PurchaserIndenture”), $75,000,000 principal amount of its3% Convertible Senior among the Company, the Guarantors, the Base Trustee, U.S. Bank Trust Company, National Association, as trustee for the Notes due 2024 (the “Firm SecuritiesTrustee”), U.S. Bank Trust Company, National Association, as registrar and transfer agent (the “Transfer Agent”), and U.S. Bank Europe DAC, UK Branch (formerly known as Elavon Financial Services DAC, UK Branch), as paying agent (the “Paying Agent”). The Company also proposes Notes will be issued only in registered form and deposited in global form with a common depository (the “Common Depository”) for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”). Subject to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereofof the Indenture, up to an additional $25,000,000 the payment of principal amount of its 3% Convertible Senior of, premium, if any, and interest on the Notes due 2024 will be fully and unconditionally guaranteed (the “Optional SecuritiesGuarantees”) on a senior unsecured basis, jointly and severally by (i) the Parent Guarantor and (ii) the subsidiaries of the Company that are listed on Schedule B hereof as “Subsidiary Guarantors” (collectively with the Parent Guarantor, the “Guarantors”). The Firm Securities Notes and the Optional Securities Guarantees are hereinafter herein collectively referred to as the “Securities.”. 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’s common stock (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).

Introductory. EPIX MedicalDelek Logistics Partners, Inc.LP, a Delaware limited partnership (the “Partnership”), and Delek Logistics Finance Corp., a Delaware corporation (“Finance Corp.” and together with the Partnership, the “CompanyIssuers”), proposes which is a wholly-owned subsidiary of the Partnership, as joint and several obligors, propose to sell, pursuant issue and sell to the terms 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 this Agreement, to $250,000,000 aggregate principal amount of the Issuers’ 6.750% Senior Notes due 2025 (the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Co., LLC ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC ) has agreed to act as the representative of the several Initial Purchasers (the “Initial Purchasers,” or, each, an “Initial PurchaserRepresentative”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”Notes. The Securities are to (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of June 7May 23, 2004 2017 (the “Indenture”), among the Issuers, the Guarantors (as defined below) to be entered into by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Securities Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), $0.01 par value per share among the Issuers, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of May 23, 2017 (the “Underlying SecuritiesRegistration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth in the Registration Rights Agreement, (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 Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, 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 their 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 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 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 Partnership formed or acquired after the Closing Date that guarantees the Notes in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the Guarantees related thereto are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter herein collectively referred to as the “RepresentativesSecurities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” The Securities Issuers and the Underlying Securities will be offered without being registered under Guarantors are herein collectively referred to as the “Delek Parties”. This Purchase Agreement (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 Issuers understand that the Initial Purchasers propose to make an offering of the Securities Act 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 1933, as amended the Securities to purchasers (the “Securities ActSubsequent Purchasers”), to “qualified institutional buyers” as defined in, and ) on the terms set forth in compliance with the exemption from registration provided by, Rule 144A under Pricing Disclosure Package (the first time when sales of the Securities Act (are made is referred to as the “Qualified Institutional BuyersTime of Sale”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) Securities are to be offered 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 sold to or through 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 without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion of 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 terms of the Securities and the Underlying Indenture, investors who acquire the Securities by shall be deemed to have agreed that the Initial Purchasers in accordance with Section 3. Each 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 Issuers have prepared and delivered to each Initial Purchasers and its direct and indirect transferees will be entitled to the benefits Purchaser copies of a Registration Rights AgreementPreliminary Offering Memorandum, substantially dated May 15, 2017 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 18, 2017, in the form attached hereto as Annex A I (the “Registration Rights AgreementPricing Term Sheet”), pursuant describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to which purchase the Company Securities. The Preliminary Offering Memorandum and the Pricing Term Sheet are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will agree prepare and deliver to file with each Initial Purchaser a final Offering Memorandum dated the Securities and Exchange Commission date hereof (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration StatementFinal Offering Memorandum”).

Introductory. EPIX MedicalThe Greenbrier Companies, Inc., a Delaware corporation (the “"Company”"), proposes to sell, pursuant issue and sell to the terms 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 this Agreement, to ▇▇ ▇▇▇▇▇ & Co., an $175,000,000 aggregate principal amount of the Company's 8-3/8% Senior Notes due 2015 (the "Notes"). Banc of America Securities LLC (“▇▇ ▇▇▇▇▇”)and Bear, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC Co. Inc. have agreed to act as the several Initial Purchasers in connection with the offering and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC sale of the Notes (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”"Offering"). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to will be issued pursuant to an Indenture indenture, to be dated as of June 7May 11, 2004 2005 (the “"Indenture”"), among the Company, the Guarantors (as defined below) to be entered into by and between the Company and U.S. Bank National Association, as trustee (the “"Trustee”"). The Securities Notes will be convertible into shares 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) among the Company, the Guarantors, the Trustee and the Depositary. The holders of the Company’s common stock Notes will be entitled to the benefits of a registration rights agreement, to be dated as of May 11, 2005 (the “Common Stock”"Registration Rights Agreement"), $0.01 par value per share among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree 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 “Underlying Securities”"Exchange Notes") to be offered in exchange for the Notes (the "Exchange Offer") and (ii) to the extent required by the Registration Rights Agreement, 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 best efforts to cause such registration statements to be declared effective. The payment of principal of, premium and Liquidated Damages (as defined in the Registration Rights Agreement). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Companyif any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) Autostack Corporation, an Oregon corporation, Greenbrier-Concarril, LLC, a Delaware limited liability company, Greenbrier Leasing Corporation, a Delaware corporation, Greenbrier Leasing Limited Partner, LLC, a Delaware limited liability company, Greenbrier Management Services, LLC, a Delaware limited liability company, Greenbrier Leasing, L.P., a Delaware limited partnership, Greenbrier Railcar, Inc., ▇▇▇▇▇ Fargo Securitiesa Delaware corporation, LLC and ▇▇ Gunderson, Inc., an Oregon corporation, Gunderson Marine, Inc., a Oregon corporation, ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives Rail Services, Inc., a Oregon corporation and Gunderson Specialty Products, LLC, a Delaware limited liability company and (ii) any subsidiary of the several Initial Purchasers Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and in such capacity their respective successors and assigns (collectively, the "Guarantors"), pursuant to their guarantees (the "Guarantees"). The Notes and the Guarantees endorsed thereon are hereinafter herein collectively referred to as the “Representatives.” The Securities "Notes"; and the Underlying Securities will be offered without being registered under Exchange Notes and the Securities Act of 1933, Guarantees endorsed thereon are herein collectively referred to 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”)"Exchange Notes". The Company has prepared a preliminary offering memorandum dated June 1, 2004 (understands that the “Preliminary Offering Memorandum”) and will prepare Initial Purchasers propose to make 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, Notes on the terms and copies of in the manner set forth herein and in the Offering Memorandum will be, delivered by the Company to (as defined below) and agrees that the Initial Purchasers pursuant may resell, subject to the terms conditions set forth herein, all or a portion of the Notes to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. Any references herein The Notes are to be offered and sold to or through 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 Initial Purchasers without being registered with the Securities and Exchange Commission (the “"Commission”") under the Securities Act of 1933 (as amended, the "Securities Act," which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion of this Offering. The Company hereby confirms that it has authorized the use terms of the Preliminary Offering Memorandum Notes and the Offering Memorandum in connection with Indenture, investors who acquire Notes shall be deemed to have agreed that Notes may only be resold or otherwise transferred, after the offering and resale date hereof, if such Notes are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities and Act is available (including the Underlying Securities exemptions afforded 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 144A under the Securities Act ("Rule 144A") or Regulation S under the “Shelf Registration Statement”Securities Act ("Regulation S")).

Introductory. EPIX Medical▇▇▇▇▇▇▇, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant issue and sell to the terms 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 this Agreement$500,000,000 aggregate principal amount of the Company’s 5.250% Senior Notes due 2035 (the “Securities”) (the “Securities”). BofA Securities, to Inc., ▇▇ .▇. ▇▇▇▇▇▇ & Co., Securities LLC (“▇▇ and ▇▇▇▇▇”), ▇ ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC have agreed to act as the representatives of the Initial Purchasers (the “Initial Purchasers,” or, each, an “Initial PurchaserRepresentatives”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to will be issued pursuant to an Indenture to be indenture, dated as of June 7February 24, 2004 2025 (the “Indenture”), among the Company, the Guarantors (as defined below) to be entered into by and between the Company and U.S. Bank National AssociationRegions Bank, as trustee (the “Trustee”). The Securities will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), $0.01 par value per share among the Company, the Trustee and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, dated as of February 24, 2025 (the “Underlying 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 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 its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are 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”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the Guarantees attached thereto are acting as representatives of the several Initial Purchasers and in such capacity 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.” This Purchase Agreement (“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 Securities and Company understands that the Underlying Securities will be offered without being registered under Initial Purchasers propose to make an offering of the Securities Act 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 1933, as amended the Securities to purchasers (the “Securities ActSubsequent Purchasers”), to “qualified institutional buyers” as defined in, and ) on the terms set forth in compliance with the exemption from registration provided by, Rule 144A under Pricing Disclosure Package (the first time when sales of the Securities Act (are made is referred to as the “Qualified Institutional BuyersTime of Sale”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) Securities are to be offered 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 sold to or through 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 without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion terms of this Offeringthe 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 hereby confirms that it has authorized prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, February 19, 2025 (the use “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated February 19, 2025 (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 Offering Memorandum in connection with 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 and resale of memorandum dated 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 attached hereto as Annex A date hereof (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration StatementFinal Offering Memorandum”).

Introductory. EPIX Medical, CapitalSource Inc., a Delaware corporation (the “Company”), ) proposes to sell, issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) $250,000,000 aggregate principal amount of the Company’s 7.250% Senior Subordinated Convertible Notes Due 2037 (the “Firm Notes”) pursuant to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC Underwriting Agreement (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm SecuritiesAgreement”). The Company also proposes to issue and sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to Underwriters an aggregate of not more than an additional $25,000,000 37,500,000 principal amount of its 3the Company’s 7.250% Senior Subordinated Convertible Senior Notes due 2024 Due 2037 solely to cover over-allotments, if any (the “Optional SecuritiesOption Notes”). The Firm Securities Notes and the Optional Securities Option Notes are hereinafter collectively referred to as the “Securities”Notes.” The respective principal amounts of the Notes to be purchased, severally but not jointly, by the several Underwriters are set forth opposite their names in Schedule A hereto. The Securities are to Company hereby confirms its agreement with the Underwriters. The Notes will be issued pursuant to an Indenture to be indenture, dated as of June 7July 30, 2004 2007 (the “Original Indenture”) to be entered into by and ), as supplemented as described below, between the Company and U.S. Bank National AssociationW▇▇▇▇ Fargo Bank, N.A., as trustee (the “Trustee”). The Securities title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, conversion, exchange terms, redemption and/or repayment provisions, sinking fund requirements and any other variable terms of the Notes shall be established by or pursuant to a first supplemental indenture to the Original Indenture (as so supplemented, and as the same may be amended or further supplemented from time to time, the “Indenture”) to be entered into between the Company, the Guarantor and the Trustee on or prior to the Closing Date (as defined in Section 5(a) hereof). Notes issued in book-entry form will be registered in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”) pursuant to a letter agreement, to be dated as of the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The Notes will be fully and unconditionally guaranteed as to the payment of principal and interest thereon (the “Guarantee” and together with the Notes, the “Securities”) by CapitalSource Finance LLC (the “Guarantor”). The Notes will be convertible into shares (the “Underlying Securities”) of common stock of the Company’s common stock , par value $0.01 per share (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).

Introductory. EPIX Medical, Inc.Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the “Company”), proposes to sell, pursuant issue and sell to the terms 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 this Agreement$450,000,000 aggregate principal amount of its 10.000% Senior Notes due 2019 (the “Notes”). ▇▇▇▇▇▇▇, to ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ .▇. ▇▇▇▇▇”)▇ Securities LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Incorporated and ▇▇▇▇▇ Fargo Securities, LLC have agreed to act as the several Initial Purchasers in connection with the offering and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (sale of the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”)Notes. The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to will be issued pursuant to an Indenture indenture, to be dated as of June 7February 24, 2004 2011 (the “Indenture”) to be entered into by and ), between the Company Company, the Guarantors (as defined below) and U.S. Bank National AssociationWilmington Trust FSB, as trustee (the “Trustee”). The Securities Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), $0.01 par value per share among the Company and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement relating to the Notes, to be dated as of February 24, 2011 (the “Underlying SecuritiesRegistration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers. Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree 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 each series of Notes (the “Exchange Notes”) to be offered in exchange for such Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, 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 commercially reasonable efforts to cause such registration statements to be declared effective. The payment of principal of, premium, if any, and interest on the Notes and the Exchange Notes (as defined below) will be fully and unconditionally guaranteed, on a senior unsecured basis, jointly and severally by (i) the Guarantors listed on Schedule B 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”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the Guarantees attached thereto are acting as representatives of the several Initial Purchasers and in such capacity 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.” The Securities and the Underlying Securities Company will be offered without being registered under the Securities Act simultaneously enter into a senior secured term loan facility in an amount of 1933, as amended $1,000.0 million (the “Securities ActTerm Loan Facility”), to “qualified institutional buyers” as defined inamong Burlington Coat Factory Holdings, and in compliance with the exemption from registration provided byInc., Rule 144A under the Securities Act Burlington Coat Factory Investments Holdings, Inc. (“Qualified Institutional BuyersHoldings”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the Company, the Securities Guarantors other than Holdings, the lenders party thereto and certain affiliates of the Initial Purchasers and enter into an amendment (the “ABL Amendment”) of its existing asset-based revolving credit facility (the “ABL Facility” and together with the Term Loan Facility, the “Senior Secured Credit Facilities”) among Holdings, the Company, the Guarantors, the lenders party thereto and certain affiliates of the Initial Purchasers. For the purposes of this Agreement, the term “Transactions” means the issuance of the Notes by the Company, the entry into the ABL Amendment and the Underlying Securities. Copies entry into the Term Loan Facility and the application of the proceeds therefrom, including to repurchase all of the Company’s outstanding 11 1/8% Senior Notes due 2014 and all of the outstanding 14 1/2% Senior Discount Notes due 2014 of Holdings, to repay all outstanding indebtedness under the Company’s existing senior secured term loan credit facility and to make a distribution to the indirect shareholders of Holdings all as described in the Preliminary Offering Memorandum have beenCircular. This agreement (this “Agreement” or the “Purchase Agreement”), the Securities, the DTC Agreement, the Indenture, the Registration Rights Agreement, the Term Loan Facility and copies of the Offering Memorandum will be, delivered by ABL Amendment are collectively referred to herein as the “Transaction Documents.” The Company to understands that the Initial Purchasers pursuant propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Circular (as defined below) and agrees that the Initial Purchasers may resell, subject to the terms conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) after the Time of Execution. For the purposes of this Agreement, the “Time of Execution” is 1:00 p.m. (Eastern time) on the date of this Purchase Agreement. Any references herein The Securities are to be offered and sold to or through 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 Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion of 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 terms of the Securities and the Underlying Indenture, investors who acquire Securities by shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the Initial Purchasers in accordance with Section 3. Each date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Initial Purchasers and its direct and indirect transferees will be entitled to Securities Act is available (including the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to exemptions afforded by Rule 415 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company (i) has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Circular, dated the date hereof (as may be amended, the “Shelf Registration StatementPreliminary Offering Circular”) and (ii) has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated the date hereof (as may be amended, 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 Circular and the Pricing Supplement are herein referred to as the “Pricing Circular.” Promptly after the Time of Execution, the Company will prepare and deliver to each Initial Purchaser a final offering circular dated the date hereof (the “Final Offering Circular”). Any reference hereinto the Preliminary Offering Circular or the Final Offering Circular shall be deemed to include all documents incorporated by reference therein on or prior to the date of such circular. The Company and the Guarantors hereby confirm their agreements with the Initial Purchasers as follows:

Introductory. EPIX MedicalCelanese US Holdings LLC, Inc.a Delaware limited liability company (the “Company”), a wholly-owned subsidiary of Celanese Corporation, a Delaware corporation (the “CompanyParent Guarantor”), proposes to sellissue and sell to Deutsche Bank AG, pursuant to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC London Branch (“▇▇ ▇▇▇▇▇Deutsche Bank”) and the other several Underwriters named in Schedule A hereto (the “Underwriters”), ▇▇▇▇▇▇▇ & acting severally and not jointly, the respective amounts set forth in such Schedule A of €500 million aggregate principal amount of the Company’s 2.125% Senior Notes due 2027 (the “Notes”). Deutsche Bank has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities (as defined below). The Securities will be issued pursuant to an indenture, dated as of May 6, 2011 (the “Base Indenture”), among the Company, Inc., the Guarantors (as defined below) and ▇▇▇▇▇ Fargo SecuritiesBank, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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 Certain terms of the Securities will be convertible into shares established pursuant to a supplemental indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to the Base Indenture, among the Company’s , the Guarantors, the Trustee, Deutsche Bank Trust Company Americas, as registrar and transfer agent (the “Transfer Agent”), and Deutsche Bank Trust Company Americas, as paying agent (the “Paying Agent”). Notes will be issued only in registered form and deposited in global form with a common stock depository (the “Common StockDepository”) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”). Subject to the terms and conditions of the Indenture, $0.01 par value per share the payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Underlying SecuritiesGuarantees”) on a senior unsecured basis, jointly and severally by (i) the Parent Guarantor and (ii) the subsidiaries of the Company that are listed on Schedule B hereof as “Guarantors” (collectively, the “Guarantors”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the Guarantees are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter herein collectively referred to as the “RepresentativesSecurities.” The Securities and the 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”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).

Introductory. EPIX Medical▇. ▇. ▇▇▇▇, Inc., a Delaware New Jersey corporation (the “Company”), proposes to sell, pursuant issue and sell to the terms several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of this Agreement, to $500,000,000 aggregate principal amount of the Company’s 1.375% Notes due 2018 (the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”)▇ Incorporated, ▇▇▇▇▇▇▇ ▇, Sachs & Company, Inc., Co. and ▇▇▇▇▇ Fargo Securities, LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) 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 ▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” orFargo, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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 Certain terms of the Notes will be convertible into shares of established pursuant to a second supplemental indenture to the Company’s common stock Base Indenture (the “Common StockSupplemental 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”), $0.01 par value per share pursuant to a Blanket Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the Underlying Securities will be offered without being registered under the Securities Act of 1933, as amended (the “Securities ActDTC Agreement”), to “qualified institutional buyers” as defined in, among the Company and in compliance with the exemption from registration provided by, Rule 144A under the Securities Act (“Qualified Institutional Buyers”)Depositary. The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) 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 “Commission”) under the Securities Act of 1933, as amended, and any amendments thereto that are made prior to the completion of this Offering. The Company hereby confirms that it has authorized the use rules and regulations of the Preliminary Offering Memorandum and Commission thereunder (collectively, the Offering Memorandum “Securities Act”), an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) on Form S-3 (File No. 333-171166), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and resale sale of debt securities, including the Notes, and other securities of the Securities Company, and the Underlying Securities by the Initial Purchasers offering thereof from time-to-time 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (Act. Such registration statement, including the “Shelf Registration Statement”).financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the

Introductory. EPIX Medical, Inc.Lear Corporation, a Delaware corporation (the “Company”"COMPANY"), proposes to sell, pursuant to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”)proposes, ▇▇▇▇▇▇▇ & Companyect to the terms and conditions stated herein, Inc., ▇▇▇▇▇ Fargo Securities, LLC to issue and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC sell the several initial purchasers named in Schedule A hereto (the “Initial Purchasers,” or, each, an “Initial Purchaser”), "PURCHASERS") U.S. $75,000,000 515,000,000 principal amount at maturity of its3% its Zero-Coupon Convertible Senior Notes due 2024 2022 (the “Firm Securities”). The Company "FIRM SECURITIES") and also proposes to sell grant to the Initial PurchasersPurchasers an option, upon the terms and conditions set forth in Section 3 hereof, exercisable from time to time by Credit Suisse First Boston Corporation to purchase an aggregate of up to an additional U.S. $25,000,000 125,000,000 principal amount at maturity ("OPTIONAL SECURITIES") of its 3% Zero-Coupon Convertible Senior Notes due 2024 Notes, each to be guaranteed on a joint and several basis by the Guarantors listed on Schedule B hereto (each a "GUARANTOR" and together, the "GUARANTORS") and each to be issued under an indenture, dated as of February 20, 2002 (the “Optional Securities”"INDENTURE"), among the Company, the Guarantors and The Bank of New York, as Trustee. The Firm Securities and the Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are hereinafter herein collectively called the "OFFERED SECURITIES". The United States Securities Act of 1933 is herein referred to as the “Securities”. "SECURITIES ACT." 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 holders of the Company’s common stock (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Offered Securities and the 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”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 AgreementAgreement of even date herewith among the Company, substantially in the form attached hereto as Annex A Guarantors and the Purchasers (the “Registration Rights Agreement”"REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company will and the Guarantors agree to file a registration statement with the Securities and Exchange Commission (the “Commission”"COMMISSION") a shelf registration statement pursuant to Rule 415 registering the resale of the Offered Securities and the Underlying Shares, as hereinafter defined, under the Securities Act (Act. The Company and the “Shelf Registration Statement”).Guarantors each hereby agrees with the several Purchasers as follows:

Introductory. EPIX Medical, Inc., a Delaware corporation Linx S.A. (the “Company”), proposes a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil (“Brazil”) and BNDES Participações S.A. - BNDESPAR, as shareholder of the Company (the “Selling Shareholder”) propose to sell, pursuant to the terms of this Agreement, sell to ▇▇ ▇▇▇▇▇▇ Sachs & Co.Co. LLC, LLC (“▇▇ ▇▇▇▇▇”), ▇ ▇▇▇▇▇▇▇ & CompanyCo. LLC, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC LLC, Itau BBA USA Securities, Inc. and BofA Securities, Inc. (collectively, the “Representatives”), on behalf and acting as representatives of the several Underwriters identified in Schedule A hereto (each an “International Underwriter”), pursuant to this international underwriting and placement facilitation agreement (the “Initial Purchasers,” or, each, an “Initial PurchaserAgreement”), $75,000,000 principal amount an aggregate of its3% Convertible Senior Notes due 2024 [29,274,601] common shares, without par value, issued by the Company in the form of American Depositary Shares (“ADSs”), each ADS representing one common share, without par value, of the Company (such common shares, in the form of ADSs, being hereinafter referred to as the “Firm SecuritiesADSs”). The Company is also proposes to sell granting to the Initial PurchasersInternational Underwriters an option, exercisable upon the mutual agreement of the International Underwriters, and upon prior written notice from the Representatives to the other International Underwriters and the Company, at any time for a period of 30 days from, but not including, the date hereof, to purchase up to 4,391,190 common shares in the form of ADSs, each ADS representing one common share, without par value, of the Company (such common shares in the form of ADSs, the “Optional ADSs”), minus the number of ADSs equivalent to the number of Optional Shares (as defined below) sold by the Company as a result of the exercise by the Brazilian Stabilization Agent (as defined below) of its option regarding such Optional Shares under the Brazilian Underwriting Agreement (as defined below), on the terms and subject to the conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”)below. The Firm Securities ADSs and the Optional Securities ADSs are hereinafter herein collectively referred to as the “Securities”. Offered ADSs.” The Securities are to Offered ADSs purchased by the International Underwriters will be issued by The Bank of New York Mellon (the “ADS Depositary”) and may be evidenced by American Depositary Receipts (“ADRs”) pursuant to an Indenture to be the Deposit Agreement, dated as of June 7April 29, 2004 2019 (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’s common stock (the “Common StockADS Deposit Agreement”), $0.01 par value per share (among the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc.the ADS Depositary, ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives all holders and beneficial owners of the several Initial Purchasers and in such capacity ADSs issued thereunder. The common shares, without par value, of the Company represented by the Offered ADSs are hereinafter referred to as the “RepresentativesUnderlying Shares.” The Securities and the 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”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).

Introductory. EPIX MedicalTempur Sealy International, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Co., LLC ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) 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 $450,000,000 aggregate principal amount of the Company’s 5.625% Senior Notes due 2023 (the “Notes”). ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC has agreed to act as the representative of the several Initial Purchasers (the “Initial Purchasers,” or, each, an “Initial PurchaserRepresentative”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”Notes. The Securities are to (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of June 7, 2004 the Closing Date (as defined in Section 2 hereof) (the “Indenture”), among the Company, the Guarantors (as defined below) to be entered into by and between the Company and U.S. The Bank National Associationof New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Securities Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), $0.01 par value per share between the Company and the Depositary. 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” on the Closing Date (as defined below) and (ii) any Subsidiary (as defined below) of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (collectively, (i) and (ii) and their respective successors and assigns, being referred to herein as the “Guarantors”), pursuant to their guarantees (the “Underlying SecuritiesGuarantees”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the Guarantees attached thereto are acting as representatives of the several Initial Purchasers and in such capacity 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.” The Securities and the 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”) 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 holders 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 Notes will be entitled to the benefits of a Registration Rights Agreementregistration rights agreement, substantially in to be dated on or prior to the form attached hereto as Annex A Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities and Exchange Commission Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “CommissionExchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and/or (ii) a shelf registration statement pursuant to Rule 415 under 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 registration statement(s) to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are 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 (i) issuance and sale of the Notes, (ii) issuance of the Guarantees, (iii) execution of the Registration Rights Agreement and the Indenture, (iv) repayment of certain borrowings under the Company’s existing senior secured credit facilities as described in the Pricing Disclosure Package (as defined below) and (v) payment of all related fees and expenses are referred to herein collectively as the “Shelf Transactions.” This Agreement, the Registration StatementRights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein collectively as the “Transaction Documents.”).

Introductory. EPIX MedicalTempur Sealy International, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to ▇▇ .▇. ▇▇▇▇▇▇ & Co., Securities LLC (“▇▇ .▇. ▇▇▇▇▇▇”) 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 $800,000,000 aggregate principal amount of the Company’s 4.000% Senior Notes due 2029 (the “Notes”). ▇.▇. ▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC has agreed to act as the representative of the several Initial Purchasers (the “Initial Purchasers,” or, each, an “Initial PurchaserRepresentative”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”Notes. The Securities are to (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of June 7, 2004 the Closing Date (as defined in Section 2 hereof) (the “Indenture”), among the Company, the Guarantors (as defined below) to be entered into by and between the Company and U.S. The Bank National Associationof New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Securities Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”). 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 Schedule B hereof as “Guarantors” on the Closing Date (as defined below) and (ii) any Subsidiary (as defined below) of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (collectively, (i) and (ii) and their respective successors and assigns, being referred to herein as the “Guarantors”), $0.01 par value per share pursuant to their guarantees (the “Underlying SecuritiesGuarantees”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the Guarantees are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter herein collectively referred to as the “RepresentativesSecurities.” The Securities (i) issuance and sale of the Underlying Securities will be offered without being registered under Notes, (ii) issuance of the Guarantees, (iii) execution of the Indenture, (iv) use of the proceeds from the issuance of the Securities Act in accordance with “Use of 1933, Proceeds” as amended described in the Offering Memorandum and (v) payment of all related fees and expenses are referred to herein collectively as the “Securities Act”), to “qualified institutional buyersTransactions.” 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”) and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the CompanyThis Agreement, 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 Indenture are referred 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, collectively 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 “CommissionTransaction Documents.”) and any amendments thereto that are made prior to the completion of 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).

Introductory. EPIX Medical, Inc.Teleflex Incorporated, a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to ▇▇ .▇. ▇▇▇▇▇▇ & Co., Securities LLC (“▇▇ .▇. ▇▇▇▇▇▇”) and the other several Underwriters named in Schedule A hereto (such Underwriters, the “Underwriters”), acting 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”). ▇.▇. ▇▇▇▇▇▇ & Companyhas 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, Inc.to be dated as of May 16, 2016 (the “Base Indenture”) between the Company and ▇▇▇▇▇ Fargo SecuritiesBank, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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”), 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 Securities Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), $0.01 par value per share 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. (“Underlying SecuritiesFINRA”). ▇▇ ▇▇▇▇▇) and subject to the terms and conditions stated herein, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ also hereby confirm the engagement of the services of ▇▇▇▇▇▇▇▇▇ + , Sachs & Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the Underlying Securities will be offered without being registered under the Securities Act of 1933, as amended (the “Securities ActIndependent Underwriter”), to as a “qualified institutional buyersindependent underwriter” as defined in, and in compliance with within the exemption from registration provided by, meaning of Section (f)(12) of 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”) 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 “Commission”) and any amendments thereto that are made prior to the completion of this Offering. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum 5121 in connection with the offering and resale 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 additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns, pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees thereof are herein collectively referred to as the “Securities.” This Agreement, 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 Indenture are collectively referred to the benefits of a Registration Rights Agreement, substantially in the form attached hereto herein as Annex A (the “Registration Rights AgreementTransaction Documents.”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).

Introductory. EPIX Medical▇▇▇▇▇▇▇▇▇ Enterprises, Inc., a Delaware California corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC issue and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), sell $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 41,581,000 principal amount of its 36.25% Convertible Senior Notes due 2024 2016 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are ) to be unconditionally guaranteed as to the payment of principal and interest (collectively, the “Guarantees”) by Hovnanian Enterprises, Inc., a Delaware corporation (“Hovnanian”) and the subsidiary guarantors listed on Schedule A hereto (together, with Hovnanian, the “Guarantors”) and issued pursuant to under an Indenture to be indenture, dated as of June 7August 8, 2004 2005 (the “Base Indenture”) to be entered into by ), among the Company, Hovnanian, the other guarantors named therein and between the Company and U.S. Deutsche Bank National AssociationTrust Company (as successor trustee), as trustee Trustee (the “Trustee”). The Securities will be convertible into shares , as supplemented by that certain supplemental indenture, among the Company, Hovnanian, the other Guarantors and the Trustee, dated as of the Company’s common stock Closing Date (the “Common Stock”)Supplemental Indenture” and, $0.01 par value per share (together with the Base Indenture, as further amended or supplemented as of the Closing Date, the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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 BuyersIndenture”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 previously issued $300,000,000 in aggregate principal amount of its 6.25% Senior Notes due 2016 under the Base Indenture (the “Preliminary Offering MemorandumExisting Securities”) ). The Securities constitute an additional issuance of notes under the Indenture. The Securities will have identical terms to the Existing Securities, except that interest will accrue on the Securities from their date of issuance, and will prepare an offering memorandum dated be treated as a single class of notes for all purposes under the date hereof Indenture. The Company hereby agrees with the several Underwriters named in Schedule B hereto (the “Offering MemorandumUnderwriters”) setting forth information concerning ), for whom you are acting as Representatives (the Company“Representatives,” which term, 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 extent there are no additional Underwriters listed on Schedule B hereto other than you, shall be deemed to includemean you, as applicableUnderwriter, all amendments and supplements thereto and all documents incorporated by reference therein (“Incorporated Documents”) that are filed with the Securities and Exchange Commission (the “Commission”) and any amendments thereto that are made prior to the completion of this Offering. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with term Underwriters shall mean either the offering and resale of singular or plural as 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 attached hereto as Annex A (the “Registration Rights Agreement”context requires), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).as follows:

Introductory. EPIX Medical, Inc.Oshkosh Corporation, a Delaware Wisconsin corporation (the “Company”), proposes to sell, pursuant issue and sell to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC 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 $250,000,000 aggregate principal amount of the Company’s 5.375% Senior Notes due 2025 (the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated has agreed to act as the representative of the several 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 March 2, 2015 (the “Indenture”), among the Company, Inc., the Guarantors (as defined below) and ▇▇▇▇▇ Fargo SecuritiesBank, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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 Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) pursuant to a letter of representations, dated as of February 22, 2010 (the “DTC Agreement”), $0.01 par value per share among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of March 2, 2015 (the “Underlying SecuritiesRegistration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company 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 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 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 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” in accordance with the terms of the Indenture and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as hereinafter defined) 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”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the Guarantees related thereto are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter herein collectively referred to as the “RepresentativesSecurities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” The Securities and Company understands that the Underlying Securities will be offered without being registered under Initial Purchasers propose to make an offering of the Securities Act 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 1933, as amended the Securities to purchasers (the “Securities ActSubsequent Purchasers”), to “qualified institutional buyers” as defined in, and ) on the terms set forth in compliance with the exemption from registration provided by, Rule 144A under Pricing Disclosure Package (the first time when sales of the Securities Act (are made is referred to as the “Qualified Institutional BuyersTime of Sale”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) Securities are to be offered 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 sold to or through 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 without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion terms of this Offeringthe 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 hereby confirms that it has authorized prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated February 17, 2015 (the use “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated February 17, 2015 (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 Offering Memorandum in connection with 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 and resale of memorandum dated 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 attached hereto as Annex A date hereof (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration StatementFinal Offering Memorandum”).

Introductory. EPIX Medical, Silgan Holdings Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”)▇ Incorporated, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo International 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 $300 million aggregate principal amount of the Company’s 4 3⁄4% Senior Notes due 2025 (the “Dollar Securities”) and € 650 million aggregate principal amount of the Company’s 3 1⁄4% Senior Notes due 2025 (the “Euro Securities” and together with the Dollar Securities, LLC and ▇▇ ▇▇the “Securities”). ▇▇▇▇▇▇▇ + Co. LLC Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇▇▇ ▇▇▇▇▇ International have agreed to act as the representatives of the several Initial Purchasers (the “Initial Purchasers,” or, each, an “Initial PurchaserRepresentatives”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to will be issued pursuant to an Indenture indenture, to be dated as of June 7February 13, 2004 2017 (the “Indenture”) to be entered into by and ), between the Company and U.S. Bank National Association, as trustee for the Securities. The Dollar Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “TrusteeDTC Agreement”), between the Company and DTC, and the Euro Securities will be issued only in book-entry form to the depositary of the Euro Securities, as nominee of Euroclear Bank S.A./N.V. (“Euroclear”), as operator of the Euroclear system, and Clearstream Banking, société anonyme (“Clearstream”). The Securities will be convertible into shares of the Company’s common stock (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 holders 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 Agreementregistration rights agreement, substantially in the form attached hereto to be dated as Annex A of February 13, 2017 (the “Registration Rights Agreement”), among the Company and the Initial Purchasers, pursuant to which the Company will agree be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities and Exchange Commission Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Securities (the “CommissionExchange Securities”) to be offered in exchange for the Securities (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale by certain holders of the Securities, and in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are only applicable if the Company is in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. 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 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 “Shelf Registration StatementSubsequent 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”) 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), 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 prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated February 6, 2017 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated February 8, 2017 (the “Pricing Supplement”), attached as Schedule B 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 collectively 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 “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 amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the 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 Initial Purchasers as follows:

Introductory. EPIX Medical, Thermo ▇▇▇▇▇▇ Scientific Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant issue and sell to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC several underwriters named in Schedule A (the “▇▇ ▇▇▇▇▇Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $1,000,000,000 aggregate principal amount of the Company’s 2.250% Senior Notes due 2016 (the “2016 Notes”) and $1,100,000,000 aggregate principal amount of the Company’s 3.600% Senior Notes due 2021 (the “2021 Notes” and, together with the 2016 Notes, the “Notes”). Barclays Capital Inc., ▇▇▇▇▇▇▇ & Company, Inc.Lynch, ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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’s common stock (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC Incorporated and ▇▇ .▇▇▇. ▇▇▇▇▇▇ + Co. Securities LLC are acting have agreed to act as representatives of the several Initial Purchasers and Underwriters (in such capacity are hereinafter referred to as capacity, the “Representatives.” ”) in connection with the offering and sale of the Notes. The Securities 2016 Notes and the Underlying Securities 2021 Notes will be offered without being registered under the Securities Act issued as separate series of 1933senior debt securities pursuant to an indenture, dated as amended of November 20, 2009 (the “Securities ActBase Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a fourth supplemental indenture (the “Supplemental Indenture”), to be dated as of August 16, 2011, to the Base Indenture (together with the Base Indenture, the “qualified institutional buyers” 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, dated as of November 18, 2009 (the “DTC Agreement”), among the Company, the Trustee and the Depositary. As more fully described in the Disclosure Package (as defined below), the offering of the Notes is being undertaken to fund, in part, the consideration payable in, and in compliance with certain costs associated with, the exemption from registration provided byAcquisition (as defined below) pursuant to the Sale and Purchase Agreement (the “Acquisition Agreement”), Rule 144A under dated as of May 19, 2011, among the Securities Act Company, CB Diagnostics Luxembourg S.À ▇.▇, a Luxembourg corporation, and certain funds managed and advised by Cinven Limited, through which the Company will acquire the entire share capital of CB Diagnostics Holding AB (the “Qualified Institutional BuyersAcquisition”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) 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 “Commission”) and any amendments thereto that are made prior a registration statement on Form S-3 (File No. 333-166176), which contains a base prospectus (the “Base Prospectus”), to the completion of this Offering. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum be used in connection with the public offering and resale sale of debt securities, including the Notes, and other securities 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (of 1933, as amended, and the “Shelf Registration Statement”).rules and regulations promulgated thereunder

Introductory. EPIX Medical, Inc.Fluor Corporation, a Delaware corporation (the “Company”), proposes to sell, pursuant issue and sell to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC several underwriters named in Schedule A (the “▇▇ ▇▇▇▇▇Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 3.500% Senior Notes due 2024 (the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Company▇▇▇▇▇ Incorporated and BNP Paribas Securities Corp. have agreed to act as representatives of the several Underwriters (in such capacity, Inc.the “Representatives”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an indenture, dated as of September 8, 2011, as amended and supplemented by a second supplemental indenture dated as of June 22, 2012 (the “Base Indenture”), between the Company and ▇▇▇▇▇ Fargo SecuritiesBank, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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 Certain terms of the Notes will be convertible into shares of the Company’s common stock established pursuant to a supplemental indenture (the “Common StockSupplemental 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”), $0.01 par value per share pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the Underlying Securities will be offered without being registered under the Securities Act of 1933, as amended (the “Securities ActDTC Agreement”), to “qualified institutional buyers” as defined inamong the Company, the Trustee and in compliance with the exemption from registration provided by, Rule 144A under the Securities Act (“Qualified Institutional Buyers”)Depositary. The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) 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 “Commission”) and any amendments thereto that are made prior a registration statement on Form S-3 (File No. 333-182283), which contains a base prospectus (the “Base Prospectus”), to the completion of this Offering. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum be used in connection with the public offering and resale sale of debt securities, including the Notes, and other securities 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).the

Introductory. EPIX MedicalAqua-Chem, Inc., a Delaware corporation (the “"Company”"), proposes proposes, subject to sell, pursuant to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth stated herein, to issue and sell (the "Offering") to the several initial purchasers named in Section 3 hereof, up to an additional Schedule A hereto (the "Purchasers") $25,000,000 125,000,000 principal amount of its 311 1/4% Convertible Senior Subordinated Notes due 2024 Due 2008 (the “Optional "Offered Securities”") to be issued under an indenture, dated as of June 23, 1998 (the "Indenture"), between the Company and United States Trust Company of New York, as Trustee. The Firm United States Securities and the Optional Securities are hereinafter collectively Act of 1933 is herein referred to as the “Securities”"Securities Act". The Offered Securities are to be being issued pursuant to an Indenture to be and sold in connection with the consummation of the transactions contemplated by the Asset Purchase Agreement, dated as of June 7May 28, 2004 1998 (the “Indenture”) to be entered into by and between the Company and U.S. Bank National Association"Asset Purchase Agreement"), as trustee (the “Trustee”). The Securities will be convertible into shares of among the Company’s common stock , National Dynamics Corporation, a Nebraska corporation (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”)"NDC") and Roge▇ ▇. ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and rl▇▇ ▇▇▇. ▇▇▇▇▇▇ + Co. LLC are acting as representatives ▇▇▇ Dani▇▇ ▇. ▇▇▇▇▇▇ (▇▇ch a shareholder of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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 inNDC, 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”) and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the Companycollectively, 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 attached hereto as Annex A (the “Registration Rights Agreement”"NDC Shareholders"), pursuant to which the Company will agree has agreed, subject to file certain conditions, to acquire substantially all of the assets of NDC (the "Acquisition"). EXHIBIT 10.14 In connection with the Acquisition and the Offering, the Company proposes to: (i) pay in full all outstanding borrowings under the Existing Credit Facility (as defined in the Offering Document (as defined below)); (ii) repurchase the Company's existing subordinated indebtedness (the "Existing Subordinated Debt"); (iii) retire a portion of the Company's Series A Preferred Stock (the "Preferred Stock"); and (iv) repay an existing note payable. The foregoing transactions described in clauses (i) to (iv) above are referred to herein as the "Transactions". (i) a registration statement under the Securi ties Act, registering an issue of a series of senior subordinated notes (the "Exchange Notes") identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) to be offered in exchange for the Offered Securities and Exchange Commission (the “Commission”ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (Act. This Agreement, the “Shelf Indenture and the Registration Statement”).Rights Agreement are referred to herein collectively as the "Operative Documents". The Company hereby agrees with the several Purchasers as follows:

Introductory. EPIX MedicalC&D Technologies, Inc., a Delaware corporation (the “"Company”"), proposes to sellproposes, pursuant subject to the terms of this Agreementand conditions stated herein, to ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC issue and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC sell to the several initial purchasers named in Schedule A hereto (the “Initial "Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 ") U.S.$60,000,000 principal amount of its3its 5.25% Convertible Senior Notes due 2024 2025 (the “"Firm Securities”). The ") which are convertible into cash or a combination of cash and shares of common stock, $0.01 par value, of the Company also proposes to sell to (the Initial "Underlying Shares") and, at the election of the Purchasers, upon the terms and conditions set forth in Section 3 hereof, an aggregate of up to an additional $25,000,000 15,000,000 principal amount ("Optional Securities") of its 35.25% Convertible Senior Notes due 2024 2025 (the “Optional Securities”). The Firm Securities and the Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are hereinafter herein collectively referred to as called the “"Offered Securities”. The Securities are ") each to be issued pursuant to under an Indenture indenture to be dated as of June 7November 21, 2004 2005 (the “"Indenture”) to be entered into by and "), between the Company and U.S. The Bank National Associationof New York, as trustee (the “Trustee”). The Securities will be convertible into shares , on a private placement basis pursuant to an exemption under Section 4(2) of the Company’s common stock (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the Underlying Securities will be offered without being registered under the United States Securities Act of 1933, as amended (the “"Securities Act”"), to “qualified institutional buyers” as defined in, and in compliance hereby agrees with the exemption from registration provided byseveral Purchasers as follows: The Offered Securities will be convertible into shares of common stock, Rule 144A under par value $0.01 per share, of the Securities Act (“Qualified Institutional Buyers”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”"Common Stock ") and will prepare an offering memorandum dated in accordance with the date hereof (terms of the “Offering Memorandum”) setting forth information concerning the Company, the Offered Securities and the Underlying SecuritiesIndenture, at the initial conversion rate specified in Schedule B hereto. Copies The holders 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 Offered Securities and Exchange Commission (the “Commission”) and any amendments thereto that are made prior to the completion of 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 AgreementAgreement to be dated as of November 21, substantially in 2005 among the form attached hereto as Annex A Company and the Purchasers (the “"Registration Rights Agreement”"), pursuant to which the Company will agree agrees to file a registration statement with the Securities and Exchange Commission (the “"Commission”") a shelf registration statement pursuant to Rule 415 registering the resale of the Offered Securities and the Underlying Shares under the Securities Act (the “Shelf Registration Statement”)Act.

Introductory. EPIX Medical, Inc.Delhaize Group SA/NV, a Delaware corporation Belgian société anonyme (the “Company”), proposes to sell, pursuant issue and sell to the terms several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Company’s 4.125% Notes due 2019 (the “Notes”). The Notes benefit from the guarantees (with respect to the Notes, the “Guarantees”,and together with the Notes, the “Securities”) of Delhaize America, LLC (“Delhaize America”) and the other direct and indirect subsidiaries of the Company (collectively, the “Guarantors”) that are party to the Cross-Guarantee Agreement dated as of May 21, 2007, as supplemented by the Joinder Agreement dated as of December 18, 2009 (the “Cross-Guarantee Agreement”). In this Agreement, the term “Notes” refers to the Notes represented by CDIs (as defined below), unless the context requires the reference be to the underlying Notes. ▇▇ .▇. ▇▇▇▇▇▇ & Co., Securities LLC (“▇▇ ▇▇▇▇▇”), and ▇▇▇▇▇▇▇ & CompanyLynch, Inc.Pierce, ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC & ▇▇▇▇▇ Incorporatedhave agreed to act as representatives of the several Underwriters (in such capacity, the “Initial Purchasers,” or, each, an “Initial PurchaserRepresentatives”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to will be issued pursuant to an Indenture to be the indenture dated as of June 7ofFebruary 2, 2004 (the “Indenture”) to be entered into by and 2009, between the Company and U.S. The Bank National Associationof New York Mellon, as trustee (the “Trustee”). The Securities will , as supplemented by the Second Supplemental Indenture, to be convertible into shares of dated on or about April 10, 2012, between the Company’s common stock Company and the Trustee (as supplemented, the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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 BuyersIndenture”). The Company has prepared a preliminary offering memorandum dated June 1Notes will be issued in bearer form through the facilities of the X/N System (as defined below) including through Euroclear and will be represented by certificated depositary interests (“CDIs”) issued by The Bank of New York Mellon, 2004 as CDI Depositary (the “Preliminary Offering MemorandumCDI Depositary”) and will prepare an offering memorandum dated in the date hereof name of Cede & Co., as nominee of The Depository Trust Company (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 “Commission”) and any amendments thereto that are made prior to the completion of 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 attached hereto as Annex A (the “Registration Rights AgreementDepositary”), pursuant to which the Company will agree to file with the Securities and Exchange Commission a Letter of Representations, dated June 27, 2007 (the “CommissionDTC Agreement”) a shelf registration statement pursuant ), between the Trustee and the Depositary and theDeposit Agreement dated February 2, 2009 among the Company, the CDI Depositaryand the owners from time to Rule 415 under the Securities Act time of beneficial interests in any CDIs (the “Shelf Registration StatementDeposit Agreement”). Pursuant to the terms of the Notes and the Indenture, investors who acquire Notes shall be deemed to have agreed that Notes may be held only by eligible investors referred to in Article 4 of the Belgian Royal Decree of May 26, 1994 holding an interest in the Notes directly or indirectly through an exempt account with the X/N system operated by the National Bank of Belgium (the “X/N System”).

Introductory. EPIX Medical, Inc.Sunoco LP, a limited partnership organized under the laws of the State of Delaware corporation (the “CompanySunoco”), proposes to selland Sunoco Finance Corp., pursuant to a corporation organized under the terms laws of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC the State of Delaware (“▇▇ ▇▇▇▇▇Finance Corp.” and, together with Sunoco, the “Issuers”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC propose to issue and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC sell to the several Initial Purchasers named in Schedule A (the “Initial Purchasers,” or, each, an “Initial Purchaser”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $75,000,000 600,000,000 aggregate principal amount of its3the Issuers’ 5.500% Convertible Senior Notes due 2024 2020 (the “Firm SecuritiesNotes”). The Company also proposes Credit Suisse Securities (USA) LLC has agreed to sell to act as the representative of the several Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 Purchasers (the “Optional SecuritiesRepresentative”). The Firm Securities ) in connection with the offering and sale of the Optional Securities are hereinafter collectively referred to as the “Securities”Notes. The Securities are to (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of June 7July 20, 2004 2015 (the “Indenture”), among the Issuers, the Guarantors (as defined below) to be entered into by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Securities Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”), $0.01 par value per share pursuant to a letter of representations to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “Underlying SecuritiesDTC Agreement”), among the Issuers, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of July 20, 2015 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Representative, on behalf of itself and the other Initial Purchasers, pursuant to which the Issuers 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 Issuers 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 best 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 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 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 Sunoco 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”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the Guarantees attached thereto are acting as representatives of the several Initial Purchasers and in such capacity 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.” It is understood by the parties hereto that Sunoco has entered into that certain Contribution Agreement (the “Contribution Agreement”), dated as of July 14, 2015, by and among Susser Holdings Corporation (“SHC”), ETP Holdco Corporation (“ETP Holdco”), Heritage Holdings, Inc. (“HHI” and, together with ETP Holdco, the “Contributors”), Sunoco, the General Partner (as herein defined), and Energy Transfer Partners, L.P., pursuant to which Sunoco will acquire 100% of the equity interests in SHC (the “Acquisition”). Pursuant to the terms of the Contribution Agreement, Sunoco will pay to the Contributors at the closing of the Acquisition approximately $966.9 million in cash, subject to certain working capital adjustments, and issue to the Contributors an aggregate of (i) 21,978,980 Class B Units representing limited partner interests in the Partnership (the “Class B Units”), (ii) 10,939,436 subordinated units representing limited partner interests in the Partnership (the “Subordinated Units”) and (iii) 79,308 Common Units (collectively, the “Unit Consideration”). Furthermore, in connection with the Acquisition, the 79,308 Common Units and 10,939,436 Subordinated Units of Sunoco held by SHC immediately prior to the Acquisition will be converted on a one-for-one basis into Class A Units representing limited partner interests in Sunoco (the “Class A Units”), the terms of which will be set forth in Amendment No. 2 (“Amendment No. 2”) to the First Amended and Restated Agreement of Limited Partnership of Sunoco. The General Partner will enter into Amendment No. 2 at the closing of the Acquisition. The Contribution Agreement, Amendment No. 2, 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 issuance and sale of the Notes, the issuance of the Guarantees, the Acquisition, the issuance of the Class B Units, the issuance of the Common Units, the issuance of the Subordinated Units, the issuance of the Class A Units, the application of the proceeds from the sale of the Securities as described in the Pricing Disclosure Package (as defined below) and the Underlying Securities will be offered without being registered under payment of transaction costs are referred to herein collectively as the “Transactions.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities Act 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 1933, as amended the Securities to purchasers (the “Securities ActSubsequent Purchasers”), to “qualified institutional buyers” as defined in, and ) on the terms set forth in compliance with the exemption from registration provided by, Rule 144A under Pricing Disclosure Package (the first time when sales of the Securities Act (are made is referred to as the “Qualified Institutional BuyersTime of Sale”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) Securities are to be offered 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 sold to or through 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 without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion of 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 terms of the Securities and the Underlying Indenture, investors who acquire Securities by shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the Initial Purchasers in accordance with Section 3. Each 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 Issuers have prepared and delivered to each Initial Purchasers and its direct and indirect transferees will be entitled to the benefits Purchaser copies of a Registration Rights AgreementPreliminary Offering Memorandum, substantially dated July 15, 2015 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated July 15, 2015, in the form attached hereto as Annex Exhibit A (the “Registration Rights AgreementPricing Supplement”), pursuant describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to which purchase the Company 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 Issuers will agree prepare and deliver to file with each Initial Purchaser a final offering memorandum dated the Securities and Exchange Commission date hereof (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration StatementFinal Offering Memorandum”).

Introductory. EPIX Medical▇. ▇. ▇▇▇▇, Inc., a Delaware New Jersey corporation (the “Company”), proposes to sell, pursuant issue and sell to the terms several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of this Agreement$250,000,000 aggregate principal amount of the Company’s 2.875% Notes due 2016 (the “2016 Notes”) and $500,000,000 aggregate principal amount of the Company’s 4.400% Notes due 2021 (the “2021 Notes” and, to together with the 2016 Notes, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”)▇ Incorporated, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Company, Inc., Co. and ▇▇▇▇▇ Fargo Securities, LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) 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 ▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” orFargo, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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 Certain terms of the Notes will be convertible into shares of established pursuant to a supplemental indenture to the Company’s common stock Base Indenture (the “Common StockSupplemental 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”), $0.01 par value per share pursuant to a Blanket Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the Underlying Securities will be offered without being registered under the Securities Act of 1933, as amended (the “Securities ActDTC Agreement”), to “qualified institutional buyers” as defined in, among the Company and in compliance with the exemption from registration provided by, Rule 144A under the Securities Act (“Qualified Institutional Buyers”)Depositary. The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) 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 “Commission”) under the Securities Act of 1933, as amended, and any amendments thereto that are made prior to the completion of this Offering. The Company hereby confirms that it has authorized the use rules and regulations of the Preliminary Offering Memorandum and Commission thereunder (collectively, the Offering Memorandum “Securities Act”), an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) on Form S-3 (File No. 333-171166), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and resale sale of debt securities, including the Notes, and other securities of the Securities Company, and the Underlying Securities by the Initial Purchasers offering thereof from time-to-time 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (Act. Such registration statement, including the “Shelf Registration Statement”).financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including

Introductory. EPIX MedicalAon plc, Inc.a corporation organized under the laws of England and Wales (the “Company”), agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to the several Purchasers $90,000,000 principal amount of its 4.25% Senior Notes due 2042 (the “Notes”), to be issued under an indenture, dated as of December 12, 2012 and as supplemented through the Closing Date (the “Indenture”), among the Company, the Guarantor (as defined below) and The Bank of New York Mellon Trust Company, N.A., as Trustee. The Notes will be unconditionally guaranteed as to the payment of principal and interest by Aon Corporation, a Delaware corporation (the “Company”)Guarantor” and such guarantee, proposes to sell, pursuant to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm SecuritiesGuarantee”). The Company also proposes to sell to Notes, together with the Initial PurchasersGuarantee, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to in this Agreement as the “Offered Securities”. 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’s common stock (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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”) 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 holders 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 Offered Securities and Exchange Commission (the “Commission”) and any amendments thereto that are made prior to the completion of 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 AgreementAgreement dated as of the Closing Date among the Company, substantially in the form attached hereto as Annex A Guarantor and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company will and the Guarantor shall agree to file a registration statement with the Securities and Exchange Commission (as defined below) registering either the “Commission”) a shelf registration statement pursuant to Rule 415 exchange of the Offered Securities for substantially similar securities registered under the Securities Act (as defined below) or, in certain circumstances, the resale of the Offered Securities under the Securities Act pursuant to a “Shelf Registration Statement”).shelf” registration statement. Each of the Company and the Guarantor hereby agrees with the several Purchasers as follows:

Introductory. EPIX MedicalDream Finders Homes, Inc., a Delaware corporation (the “Company”), proposes to sellissue and sell to BofA Securities, pursuant to Inc. (“BofAS”) and the terms 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 this Agreement, to ▇▇ $300,000,000 aggregate principal amount of the Company’s 8.250% Senior Notes due 2028 (the “Notes”). ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC has agreed to act as the representative of the several Initial Purchasers (the “Initial Purchasers,” or, each, an “Initial PurchaserRepresentative”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 the Securities (the “Firm Securities”as defined below). The Company also proposes intends to sell use the net proceeds from the Securities offered hereby to repay a portion of outstanding indebtedness under its senior unsecured credit facility, dated January 25, 2021, among the Company, Bank of America, N.A., as administrative agent, and the other agents and lenders party thereto (as amended by the First Amendment and Commitment Increase Agreement to the Initial PurchasersCredit Agreement, upon dated September 8, 2021, the terms Joinder, Commitment Increase, and conditions set forth in Section 3 hereofReallocation Agreement to the Credit Agreement, up dated September 29, 2021, as amended and restated on June 2, 2022, as amended by the second amendment and third amendment, dated July 19, 2023 and as the same may be further amended, restated, amended and restated from time to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (time, the “Optional SecuritiesCredit Agreement”). The Firm Securities ) and the Optional Securities are hereinafter collectively referred to as the “Securities”for general corporate purposes. The Securities are to will be issued pursuant to an Indenture indenture, to be dated as of June 7, 2004 the Closing Date (as defined below) (the “Indenture”) to be entered into ), by and between among the Company Company, the guarantors party thereto from time to time and U.S. Bank National Association, as trustee (the “Trustee”). The Securities Notes will be convertible into shares issued only 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 (including the applicable Rule 144A and Regulation S riders thereto) (the “DTC Letter of Representations”), between the Company and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on the Closing Date on a senior unsecured basis and in the respective forms contemplated by the Indenture (the “Guarantees”), jointly and severally, by (i) each of the Company’s common stock direct and indirect subsidiaries that is a borrower or guarantor under the Credit Agreement as of the date of this Agreement (such subsidiaries collectively, each of which is listed on Schedule B hereto, the “Common StockGuarantors”), $0.01 par value per share ) and (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives ii) any other subsidiary of the several Initial Purchasers Company that executes a supplemental indenture in accordance with the terms of the Indenture. The Notes and in such capacity the Guarantees are hereinafter herein collectively referred to as the “RepresentativesSecurities.” The Securities For purposes of this Agreement, (A) the term “Transactions” refers collectively to the (i) issuance and the Underlying Securities will be offered without being registered under sale of 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”) 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 and the Indenture and the use of proceeds thereof as described in the Pricing Disclosure Package (as defined below), (ii) execution of this Agreement, and the Indenture, and (iii) payment of all related fees and expenses in connection with the foregoing and (B) the term “Transaction Documents” refers to this Agreement, the Indenture and the Securities. Any references The Company 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 Pricing Disclosure Package and agrees that the Initial Purchasers may resell, subject to the Preliminary Offering Memorandum and the Offering Memorandum shall be deemed to include, as applicableconditions set forth herein, all amendments and supplements thereto and all documents incorporated by reference therein or a portion of the Securities to purchasers (the “Incorporated DocumentsSubsequent Purchasers”) that on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are filed 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”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion terms of this Offeringthe 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 hereby confirms that it has authorized prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated August 7, 2023 (the use “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a pricing supplement, dated August 8, 2023 (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 Offering Memorandum in connection with 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 and resale of memorandum dated 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 attached hereto as Annex A date hereof (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration StatementFinal Offering Memorandum”).

Introductory. EPIX Medical, Inc.Sunoco LP, a limited partnership organized under the laws of the State of Delaware (“Sunoco”), and Sunoco Finance Corp., a corporation organized under the laws of the State of Delaware (“Finance Corp.” and, together with Sunoco, the “Issuers”), propose to issue and sell to the several Initial Purchasers named in Schedule A (the “CompanyInitial Purchasers”), proposes to sellacting severally and not jointly, pursuant to the terms respective amounts set forth in such Schedule A hereto of this Agreement, to $600,000,000 aggregate principal amount of the Issuers’ 6.000% Senior Notes due 2027 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, Co. LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. Mizuho Securities USA LLC have agreed to act as the representatives of the several Initial Purchasers (collectively, the “Initial Purchasers,” or, each, an “Initial PurchaserRepresentatives”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”Notes. The Securities are to (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of June 7March 14, 2004 2019 (the “Indenture”), among the Issuers, the Guarantors (as defined below) to be entered into by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Securities Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”), $0.01 par value per share pursuant to a letter of representations to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “Underlying SecuritiesDTC Agreement”), among the Issuers, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of March 14, 2019 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Representatives, on behalf of each of the Initial Purchasers, pursuant to which the Issuers 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 Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (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 registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are 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 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 Sunoco 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”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the Guarantees related thereto are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter herein collectively referred to as the “RepresentativesSecurities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” 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 Securities issuance and sale of the Notes, the issuance of the Guarantees and the Underlying application of the proceeds from the sale of the Securities will as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively as the “Transactions.” The Issuers understand 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 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”) 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), in reliance upon exemptions therefrom. Pursuant to “qualified institutional buyers” as defined inthe terms of the Securities and the Indenture, and in compliance with 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 provided by, requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Qualified Institutional BuyersRule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has Issuers have prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum Preliminary Offering Memorandum, dated June 1March 11, 2004 2019 (the “Preliminary Offering Memorandum”) ), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated March 11, 2019, in the form attached hereto as Exhibit A (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 the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare an and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).

Introductory. EPIX Medical, Inc.Prologis Euro Finance LLC, a Delaware corporation limited liability company (the “CompanyIssuer”), proposes to sell, pursuant issue and sell to the terms several underwriters named in Schedule A hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of this Agreement€700,000,000 aggregate principal amount of the Issuer’s 1.875% Notes due 2029 (the “Debt Securities”). BNP Paribas, to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Co. LLC (“and ▇▇ .▇▇▇▇▇”), ▇. ▇▇▇▇▇▇ & CompanySecurities plc have agreed to act as lead managers of the several Underwriters (in such capacity, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial PurchaserLead Managers”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 the Securities (the “Firm Securities”as defined below). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to will be issued pursuant to an Indenture indenture, to be dated as of June 7, 2004 the Closing Date (as defined below) (the “Base Indenture”) to be entered into by and between ), among the Company Issuer, Prologis, L.P., a Delaware limited partnership, as the parent guarantor (the “Parent Guarantor” and, together with the Issuer, the “Transaction Parties”), and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, to be dated as of the Closing Date (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuer, the Parent Guarantor, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent (the “Paying Agent”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarantees referred to below. The Securities will be convertible into shares issued in book-entry form and registered in the name of a common depositary or its nominee on behalf of Clearstream Banking, S.A., (“Clearstream”) and Euroclear Bank SA/NV, as operator of the Company’s common stock Euroclear System (“Euroclear”). Pursuant to the Indenture, the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the “Common Stock”)Guarantees” and, $0.01 par value per share (together with the Debt Securities, the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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 ineach holder of Debt Securities, (i) the full 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”) 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 prompt payment of the Preliminary Offering Memorandum have been, and copies principal 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 “Commission”) and any amendments thereto that are made prior to premium, if any, on any Debt Securities when and as the completion same shall become due, whether at the maturity thereof, by acceleration, redemption or otherwise and (ii) the full and prompt payment of this Offering. The Company hereby confirms that it has authorized any interest on any Debt Securities when and as the use of the Preliminary Offering Memorandum same shall become due 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”)payable.

Introductory. EPIX MedicalCentury Communities, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to ▇▇ .▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇. ▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, Securities LLC 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 $400,000,000 aggregate principal amount of the Company’s 5.875% Senior Notes due 2025 (the “Notes”). ▇▇ .▇▇▇. ▇▇▇▇▇▇ + Co. Securities LLC has agreed to act as the representative of the several Initial Purchasers (the “Initial Purchasers,” or, each, an “Initial PurchaserRepresentative”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”Notes. The Securities are to (as defined below) will be issued pursuant to an Indenture to be indenture, dated as of June 7May 12, 2004 2017, among the Company, the Guarantors (the “Indenture”) to be entered into by and between the Company as defined below), and U.S. Bank National Association, as trustee (the “Trustee”) relating to the issuance of the Securities, (the “Indenture”). The Securities Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), $0.01 par value per share among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of May 12, 2017 (the “Underlying SecuritiesRegistration Rights Agreement”), among the Company, the Guarantors and the Representative, 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/or (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 commercially reasonable efforts to cause such registration statements to be declared effective. 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”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the Guarantees attached thereto are acting as representatives of the several Initial Purchasers and in such capacity 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.” The issuance and sale of the Notes, the issuance of the Guarantees, the repayment of certain borrowings under the Company’s existing credit facilities as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively, as the “Transactions.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Underlying Securities will be offered without being registered under Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities Act 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 1933, as amended the Securities to purchasers (the “Securities ActSubsequent Purchasers”), to “qualified institutional buyers” as defined in, and ) on the terms set forth in compliance with the exemption from registration provided by, Rule 144A under Pricing Disclosure Package (the first time when sales of the Securities Act (are made is referred to as the “Qualified Institutional BuyersTime of Sale”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) Securities are to be offered 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 sold to or through 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 without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion terms of this Offeringthe 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 hereby confirms that it has authorized prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 8, 2017 (the use “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 9, 2017 (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 Offering Memorandum in connection with 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 and resale of memorandum dated 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 attached hereto as Annex A date hereof (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration StatementFinal Offering Memorandum”).

Introductory. EPIX Medical, Inc.Unit Corporation, a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Co., LLC ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) 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 $400 million aggregate principal amount of the Company’s 6 5/8% Senior Subordinated Notes due 2021 (the “Notes”). ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC has agreed to act as the representative of the several Initial Purchasers (the “Initial Purchasers,” or, each, an “Initial PurchaserRepresentative”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”Notes. The Securities are to (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of June 7July 24, 2004 2012 (the “Indenture”), among the Company, the Guarantors (as defined below) to be entered into by and between the Company and U.S. Bank Wilmington Trust, National Association, as trustee (the “Trustee”). The Securities Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), $0.01 par value per share among the Company, the Trustee and the Depositary. The Securities are being offered and sold as part of the financing in connection with the consummation of the transactions contemplated by the Purchase and Sale Agreement, dated as of July 10, 2012 (the “Underlying SecuritiesPurchase and Sale Agreement”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & by and between the Company, Unit Petroleum Company, an Oklahoma corporation, and Noble Energy, Inc., ▇▇▇▇▇ Fargo Securitiesa Delaware corporation, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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 BuyersAcquisition”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (net proceeds from the “Preliminary Offering Memorandum”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 sale 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 (as defined below) will be entitled used to partially finance the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”)Acquisition.

Introductory. EPIX MedicalNew Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant issue and sell to the terms Banc of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., 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 $250,000,000 aggregate principal amount of the Company’s 11% Senior Notes due 2018 (the “Notes”). BAS has agreed to act as the representative of the several 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 August 18, 2010 (the “Indenture”), among the Company, Inc., the Guarantors (as defined below) and ▇▇▇▇▇ Fargo SecuritiesBank, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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 Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), $0.01 par value per share among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of August 18, 2010 (the “Underlying SecuritiesRegistration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company 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 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 best 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 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 and the Exchange 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”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the Guarantees attached thereto are acting as representatives of the several Initial Purchasers and in such capacity 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.” The Securities As described in the Pricing Disclosure Package (as defined below) and the Underlying Securities will be offered without being registered under Final Memorandum (as defined below), proceeds from the issuance and sale of the Securities Act shall be used to repay a portion of 1933, as amended the Company’s existing indebtedness (the “Securities ActRefinancing”) and pay related fees and expenses. In connection with the Refinancing, the Company (i) will repay a portion of the amount outstanding under its Second Amended and Restated Credit Agreement, dated as of January 11, 2008 (as amended, the “First Lien Credit Facilities”), by and among the Company, Manufacturers and Traders Trust Company, National City Bank and the financial institutions identified as Lenders therein, (ii) will repay in full all amounts outstanding (including all accrued and unpaid interest) and terminate all commitments under its Second Lien Credit Agreement, dated as of January 11, 2008 (the “Second Lien Credit Facility”), by and among the Company, Manufacturers and Traders Trust Company, National City Bank and the financial institutions identified as Lenders therein, (iii) has entered into Amendments No. 7 and 8 to the First Lien Credit Facilities (together with all documents related to such facilities, the “qualified institutional buyersCredit Agreement Amendments”) and (iv) has entered into Amendments No. 2 and 3 to its Loan Agreement, dated as of September 30, 2009 (the “Citizens Loan Agreement”), by and among the Company and Citizens Bank of Pennsylvania (together with all documents related to such loan agreement, the “Citizens Loan Agreement Amendments” as defined inand, and in compliance together with the exemption from registration provided byCredit Agreement Amendment, Rule 144A under the Securities Act (“Qualified Institutional BuyersLoan Amendments”). The Company has prepared 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 Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a preliminary offering memorandum dated June 1, 2004 portion of the Securities to purchasers (the “Preliminary Offering MemorandumSubsequent Purchasers”) and will prepare an offering memorandum dated on the date hereof terms set forth in the Pricing Disclosure Package (the “Offering Memorandum”) setting forth information concerning the Company, first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and the Underlying Securities. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company sold to or through 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 without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion 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 prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated August 9, 2010 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated August 13, 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 the “Pricing Disclosure Package.” Promptly after this OfferingAgreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection its agreements 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).follows:

Introductory. EPIX Medical, Inc.Matador Resources Company, a Delaware Texas corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Co., LLC ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Company’s 5.875% Senior Notes due 2026 (the “Notes”). ▇▇▇▇▇▇▇ & ▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to that certain indenture, dated as of August 21, 2018 (the “Indenture”), among the Company, Inc., the Guarantors (as defined below) and ▇▇▇▇▇ Fargo SecuritiesBank, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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 Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) 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 Notes constitute “Additional Securities” (as such term is defined in the Indenture) and will be issued pursuant to and in compliance with the Indenture. The Company has previously issued $0.01 par value per share 750,000,000 aggregate principal amount of 5.875% Senior Notes due 2026 (the “Underlying SecuritiesInitial Notes”) under the Indenture. The Notes and the Initial Notes will be treated as a single series of debt securities for all purposes under the Indenture and the Notes will have terms identical to the Initial Notes, other than the issue date and the issue price. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of October 4, 2018 (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) to the extent required by the Registration Rights Agreement, 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 registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are 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”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the Guarantees attached thereto are acting as representatives of the several Initial Purchasers and in such capacity 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.” The Securities and This Agreement, the 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”) and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the CompanyRegistration Rights Agreement, the Securities and the Underlying Securities. Copies of Exchange Securities are referred to herein as the Preliminary Offering Memorandum have been, and copies of “Specified Transaction Documents.” The Specified Transaction Documents together with the Offering Memorandum will be, delivered by Indenture are referred to herein as the “Transaction Documents.” The Company to understands that the Initial Purchasers pursuant propose to make an offering of the 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 terms of this Agreement. Any references herein to the Preliminary Offering Memorandum and the Offering Memorandum shall be deemed to include, as applicableconditions set forth herein, all amendments and supplements thereto and all documents incorporated by reference therein or a portion of the Securities to purchasers (the “Incorporated DocumentsSubsequent Purchasers”) that on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are filed 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”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion terms of this Offeringthe 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 hereby confirms that it has authorized prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated October 1, 2018 (the use “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 1, 2018 (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 Offering Memorandum in connection with 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 and resale of memorandum dated 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 attached hereto as Annex A date hereof (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration StatementFinal Offering Memorandum”).

Introductory. EPIX MedicalCelanese US Holdings LLC, Inc.a Delaware limited liability company (the “Company”), a wholly-owned subsidiary of Celanese Corporation, a Delaware corporation (the “CompanyParent Guarantor”), proposes to sell, pursuant issue and sell to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC several underwriters listed in Schedule A hereto (the “▇▇ ▇▇▇▇▇Underwriters”), ▇▇▇▇▇▇▇ & for whom BofA Securities, Inc. (“BofA”) is acting as representative (the “Representative”), (i) $600,000,000 aggregate principal amount of the Company’s 7.000% Senior Notes due 2031 (the “2031 Notes”) and (ii) $800,000,000 aggregate principal amount of the Company’s 7.375% Senior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”). The Company intends to use the net proceeds from the issuance and sale of the Securities (as defined below) described in the Disclosure Package (as defined below) (i) to repay the outstanding borrowings under the Five-Year Term Loan Credit Agreement (as defined below), (ii) to fund the Company’s tender offers, announced on December 2, 2025, for a portion of the Company’s outstanding 6.665% Senior Notes due 2027 and a portion of the Company’s outstanding 6.850% Senior Notes due 2028 and (iii) for general corporate purposes, which may include the repayment of other outstanding indebtedness. The Securities (as defined below) will be issued pursuant to an indenture, dated as of May 6, 2011 (the “Base Indenture”), among the Company, Inc.the Guarantors (as defined below) and Computershare Trust Company, N.A. (as successor trustee to ▇▇▇▇▇ Fargo SecuritiesBank, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC National Association), as trustee (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm SecuritiesBase Trustee”). The Company also proposes Certain terms of the Securities will be established pursuant to sell a supplemental indenture, to the Initial PurchasersBase Indenture, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to be issued pursuant to an Indenture to be dated as of June 7the Closing Date (as defined in Section 2 hereof) (the “Supplemental Indenture” and, 2004 (together with the Base Indenture, the “Indenture”) to be entered into by and between ), among the Company Company, the Guarantors, the Base Trustee and U.S. Bank Trust Company, National Association, as series trustee for the Notes (the “Trustee”). The Securities Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”), $0.01 par value per share pursuant to a letter of representations, dated September 16, 2010 (the “Underlying SecuritiesDTC Agreement”), among the Company and the Depositary. Subject to the terms and conditions of the Indenture, the payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (i) the Parent Guarantor and (ii) the subsidiaries of the Company that are listed on Schedule B hereof as “Subsidiary Guarantors” (collectively with the Parent Guarantor, the “Guarantors”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the Guarantees are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter herein collectively referred to as the “RepresentativesSecurities.” The Securities and the 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”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).

Introductory. EPIX Medical, Inc.Old Republic International Corporation, a Delaware corporation (the “Company”), proposes to sell, pursuant issue and sell to the terms several underwriters named in Schedule A (the “Underwriters”) $275,000,000 in aggregate principal amount of this Agreementits 8.00% Convertible Senior Notes due 2012 (the “Firm Notes”). In addition, the Company has granted to ▇▇ ▇▇▇▇▇ & Co.the Underwriters an option to purchase up to an additional $41,250,000 in aggregate principal amount of its 8.00% Convertible Senior Notes due 2012 (the “Optional Notes” and, LLC (together with the Firm Notes, the “▇▇ Notes”), as provided in Section 2. ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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’s common stock (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇▇ Fargo Securities, LLC and & ▇▇▇▇▇ Incorporated has agreed to act as the representative of the several Underwriters (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers ” and in such capacity capacity, the “Representative”) in connection with the offering and sale of the Notes. To the extent there are hereinafter referred to no additional Underwriters listed on Schedule A other than you, the term Underwriters as used herein shall mean you, as the “Representatives.” sole Underwriter. The Securities term Underwriters shall mean either the singular or plural as the context requires. The Company and the Underlying Securities will Underwriters agree that up to $2,000,000 of the Firm Notes to be offered without being registered under purchased by the Securities Act of 1933, as amended Underwriters (the “Securities ActDirected 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”), to “qualified institutional buyers” as defined in, and in compliance with part of the exemption from registration provided by, Rule 144A under distribution of the Securities Act (“Qualified Institutional Buyers”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 Notes by the Underwriters (the “Preliminary Offering MemorandumDirected Note Program”) 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 subject to the terms of this Agreement. Any references herein to , the Preliminary Offering Memorandum applicable rules, regulations and interpretations of the Offering Memorandum shall be deemed to include, as applicable, all amendments and supplements thereto and all documents incorporated by reference therein Financial Industry Regulatory Authority (“Incorporated Documents”) that are filed with the Securities and Exchange Commission (the “CommissionFINRA”) and any amendments thereto that are made prior all other applicable laws, rules and regulations. ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall be selected to process the sales to the completion DNP Participants under the Directed Note Program. To the extent that such Directed Notes are not orally confirmed for purchase by the DNP Participants by noon New York City time on the date of this OfferingAgreement, such Directed Notes may be offered to the public as set forth in the Registration Statement, the Disclosure Package and the Prospectus (as defined below). The Company hereby confirms that it has authorized supplied ▇▇▇▇▇▇▇ ▇▇▇▇▇ with the use names, addresses and telephone numbers of the Preliminary Offering Memorandum and individuals or other entities that 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 Company has designated to be entitled to the benefits of a Registration Rights Agreement, substantially participants in the form attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”)Directed Note Program.

Introductory. EPIX MedicalConn’s, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Co., LLC ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) 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 $250,000,000 aggregate principal amount of the Company’s 7.250% Senior Notes due 2022 (the “Notes”). ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC has agreed to act as the representative of the several Initial Purchasers (the “Initial Purchasers,” or, each, an “Initial PurchaserRepresentative”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”Notes. The Securities are to (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of June 7July 1, 2004 2014 (the “Indenture”), among the Company, the Guarantors (as defined below) to be entered into by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued initially 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”), between the Company and the Depositary. The holders of the Securities will be convertible into shares entitled to the benefits of the Company’s common stock a registration rights agreement, to be dated as of July 1, 2014 (the “Common StockRegistration Rights Agreement”), $0.01 par value per share 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, except with respect to limitations on the transfer thereof and any provisions for additional interest thereon (the “Underlying SecuritiesExchange 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 their best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities (as defined below) and the Exchange Offer are 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”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the Guarantees related thereto are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter herein collectively referred to as the “RepresentativesSecurities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Company will enter into an amendment (the “ABL Facility Amendment”) to the Second Amended and Restated Loan and Security Agreement dated as of September 26, 2012 (as previously amended and as so amended, the “ABL Facility”), among the Company and its subsidiaries party thereto, Bank of America, N.A., as administrative and collateral agent, and the lenders from time to time party thereto, as described in the Pricing Disclosure Package (as defined below). 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 Securities and Company understands that the Underlying Securities will be offered without being registered under Initial Purchasers propose to make an offering of the Securities Act 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 1933, as amended the Securities to purchasers (the “Securities ActSubsequent Purchasers”), to “qualified institutional buyers” ) on the terms set forth in the Pricing Disclosure Package (as defined in, and in compliance with below) (the exemption from registration provided by, Rule 144A under first time when sales of the Securities Act (are made is referred to as the “Qualified Institutional BuyersTime of Sale”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) Securities are to be offered 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 sold to or through 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 without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion terms of this Offeringthe 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 hereby confirms that it has authorized prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated June 23, 2014 (the use “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated June 26, 2014 (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 Offering Memorandum in connection with 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 and resale of memorandum dated 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 attached hereto as Annex A date hereof (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration StatementFinal Offering Memorandum”).

Introductory. EPIX Medical, Inc., a Delaware corporation Perpetual Trustees Australia Limited (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to ABN 86 ▇▇▇ ▇▇▇ ▇▇▇), a corporation duly incorporated and existing under the Corporations ▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”▇ (Cth) of the Commonwealth of Australia ("PTAL"), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC in its capacity as trustee of the SMHL Global Fund No. 6 (the “Initial Purchasers,” or"Fund", each, an “Initial Purchaser”and PTAL in that capacity being the "ISSUER Trustee" acting at the direction of ME Portfolio Management Limited (ABN 79 005 964 134), $75,000,000 principal amount as manager of its3% Convertible Senior Notes due 2024 the Fund (the “Firm Securities”). The Company also "MANAGER") of the Fund proposes to sell to the Initial Purchasersseveral Underwriters listed in Schedule A hereto (the "UNDERWRITERS"), upon for whom Deutsche Bank Securities Inc. ("DBSI") is acting as representative (the "Representative"), U.S.$[___________] principal amount of Class A Mortgage Backed Floating Rate Notes (the "CLASS A NOTES" or the "NOTES") issued by the Issuer Trustee. Each Note will be secured by the assets of the Fund. The Issuer Trustee also proposes to issue Class B Notes (the "CLASS B NOTES") which are not being sold to the Underwriters. The assets of the Fund include, among other things, a pool of variable and fixed rate residential housing loans (the "HOUSING LOANS") initially originated by Members Equity Pty Limited (ABN 56 070 887 679) ("MEMBERS EQUITY") for Superannuation Members Home Loans Origination Fund No. 3 (the "ORIGINATION FUND") including all monies at any time paid or payable thereon or in respect thereof from, after, March [____], 2004 (the "CUT-OFF DATE") with respect to payments of principal and after the Closing Date (as defined herein) with respect to payments of interest, rights under certain mortgage insurance policies with respect to the Housing Loans, rights under the Mortgages with respect to the Housing Loans, the amounts on deposit in the Collection Account, amounts available under the Payment Funding Facility and the Redraw Funding Facility and the rights of the Issuer Trustee under the Basic Documents (other than rights it holds personally). The Fund will be established pursuant to the Master Trust Deed between the Manager and the Issuer Trustee, dated July 4, 1994 as amended (the "MASTER TRUST DEED") and a Notice of Creation of a Securitisation Fund between the Manager and Issuer Trustee, dated [______________] (the "NOTICE OF CREATION") which sets forth specific provisions regarding the Fund. A Supplementary Bond Terms Notice Class A Notes and Class B Notes, to be dated on or about [_______________] (the "SUPPLEMENTARY BOND TERMS NOTICE CLASS A NOTES AND CLASS B NOTES") between the Issuer Trustee, the Note Trustee and the Manager, which sets forth the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”)Notes. The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to be issued pursuant to an Indenture Note Trust Deed, to be dated as of June 7, 2004 on or about [________________] (the “Indenture”"NOTE TRUST DEED") to be entered into by and between among the Company Issuer Trustee, the Manager and U.S. The Bank National Association, as trustee of New York (the “Trustee”)"NOTE TRUSTEE") provides for the issuance and registration of the Notes in accordance with the terms and conditions attached thereto. Members Equity will act as mortgage manager (the "MORTGAGE MANAGER") of the Housing Loans. The Securities will be convertible into shares of the Company’s common stock (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC Manager and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC Members Equity are acting as representatives of the several Initial Purchasers each a "MEMBERS EQUITY PARTY" and in such capacity collectively are hereinafter referred to herein as the “Representatives"MEMBERS EQUITY PARTIES.” " The Securities and the 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 Manager has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) 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 “Commission”"COMMISSION") and any amendments thereto that are made prior to the completion of this Offering. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection accordance with the offering and resale provisions of the Securities Act of 1933, as amended, and the Underlying Securities by the Initial Purchasers in accordance with Section 3. Each rules and regulations of the Initial Purchasers and its direct and indirect transferees will be entitled Commission thereunder (collectively, the "SECURITIES ACT"), a registration statement, including a prospectus, relating to the benefits Notes. The United States Securities Exchange Act of a Registration Rights Agreement1934, substantially in as amended, is herein referred to as the form attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and "Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”)Act".

Introductory. EPIX Medical, Inc.Westinghouse Air Brake Technologies 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 named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $250,000,000 aggregate principal amount of the Company’s 4.375% Notes due 2023 (the “Notes”). ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Co., LLC ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an indenture, dated as of August 8, 2013 (the “Base Indenture”), ▇▇▇▇▇▇▇ & Company, Inc., between the Company and ▇▇▇▇▇ Fargo SecuritiesBank, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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 Certain terms of the Notes will be convertible into shares of the Company’s common stock established pursuant to a supplemental indenture (the “Common StockSupplemental 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”), $0.01 par value per share pursuant to a Blanket Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the Underlying Securities will be offered without being registered under the Securities Act of 1933, as amended (the “Securities ActDTC Agreement”), to “qualified institutional buyers” as defined inamong the Company, the Trustee and in compliance with the exemption from registration provided by, Rule 144A under the Securities Act (“Qualified Institutional Buyers”)Depositary. The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) 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 “Commission”) and any amendments thereto that are made prior a registration statement on Form S-3 (File No. 333-190365), which contains a base prospectus (the “Base Prospectus”), to the completion of this Offering. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum be used in connection with the public offering and resale sale of debt securities, including the Notes, and certain other securities 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).the

Introductory. EPIX Medical, Inc.Matador Resources Company, a Delaware Texas corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Co., LLC ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) 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 $175,000,000 aggregate principal amount of the Company’s 6.875% Senior Notes due 2023 (the “Notes”). ▇▇▇▇▇▇▇ & ▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to that certain indenture, dated as of April 14, 2015 (the “Indenture”), among the Company, Inc., the Guarantors (as defined below) and ▇▇▇▇▇ Fargo SecuritiesBank, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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”), pursuant to which the Issuers previously issued, on April 14, 2015, $400,000,000 in aggregate principal amount of their 6.875% Senior Notes due 2023. The Securities Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), $0.01 par value per share among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of December 9, 2016 (the “Underlying SecuritiesRegistration 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) to the extent required by the Registration Rights Agreement, 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 registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are 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”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC The Notes and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC the Guarantees attached thereto are acting as representatives of the several Initial Purchasers and in such capacity 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.” This Agreement, the Registration Rights Agreement, the Securities, the Exchange Securities, and the Indenture are referred to herein as the “Transaction Documents.” The Securities and Company understands that the Underlying Securities will be offered without being registered under Initial Purchasers propose to make an offering of the Securities Act 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 1933, as amended the Securities to purchasers (the “Securities ActSubsequent Purchasers”), to “qualified institutional buyers” as defined in, and ) on the terms set forth in compliance with the exemption from registration provided by, Rule 144A under Pricing Disclosure Package (the first time when sales of the Securities Act (are made is referred to as the “Qualified Institutional BuyersTime of Sale”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) Securities are to be offered 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 sold to or through 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 without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion terms of this Offeringthe 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 hereby confirms that it has authorized prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated December 5, 2016 (the use “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated December 6, 2016 (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 Offering Memorandum in connection with 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 and resale of memorandum dated 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 attached hereto as Annex A date hereof (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration StatementFinal Offering Memorandum”).

Introductory. EPIX MedicalCHS/Community Health Systems, Inc., a Delaware corporation (the “Company”), proposes to sella wholly owned subsidiary of Community Health Systems, pursuant to the terms of this AgreementInc., to ▇▇ ▇▇▇▇▇ & Co., LLC a Delaware corporation (“▇▇ ▇▇▇▇▇Holdings”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC agrees with the several underwriters named in Schedule A hereto (“Underwriters”) to issue and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional several Underwriters $25,000,000 900,000,000 principal amount of its 36.250% Convertible Senior Secured Notes due 2024 2023 (“Offered Securities”) as set forth below, all to be issued under an indenture, dated as of March 16, 2017 (the “Optional SecuritiesBase Indenture”). The Firm Securities , among the Company, the Guarantors (as defined below) and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to be issued pursuant to Regions Bank, 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 AssociationAlabama banking corporation, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of March 16, 2017 (the “First Supplemental Indenture”) and the second supplemental indenture, to be dated as of the Closing Date (the “Second Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), among the Company, the Guarantors (as defined below) and the Trustee. The Offered Securities will be convertible into shares (i) unconditionally guaranteed as to the payment of principal and interest by Holdings and each of the Company’s common stock existing subsidiaries listed on Schedule B hereto and certain subsequently acquired or organized subsidiaries (collectively, the “Guarantors” and such guarantees, the “Guarantees”) and (ii) secured by a security interest granted on a first priority basis in certain of the Company’s and the Guarantors’ existing and future assets as more fully described in the security agreements and other similar agreements listed on Schedule E hereto (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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”) 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 Security Documents”) that are filed with the Securities and Exchange Commission (the “Commission”) and any amendments thereto that are made prior to the completion of 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).

Introductory. EPIX MedicalNVR, Inc., a Delaware Virginia corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., agrees with Credit Suisse Securities (USA) LLC (“▇▇ ▇▇▇▇▇Credit Suisse”), ▇▇▇▇▇▇▇ & Companyas underwriter, Inc., ▇▇▇▇▇ Fargo Securities, LLC to issue and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional Credit Suisse $25,000,000 50,000,000 principal amount of its 33.000% Convertible Senior Notes due 2024 2030 (the “Optional Offered Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to ) as the “Securities”. The Securities are set forth below, all to be issued pursuant to an Indenture under the eighth supplemental indenture, to be dated as of June 7, 2004 the Closing Date (the “Eighth Supplemental Indenture”) ), to be entered into by the indenture dated as of April 14, 1998 and as supplemented to the Closing Date, between the Company and U.S. Bank Trust National Association, successor to The Bank of New York, as trustee Trustee (the “Trustee”). The Securities will be convertible into shares of Base Indenture” and, together with the Company’s common stock (Eighth Supplemental Indenture, the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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 BuyersIndenture”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 previously issued $600,000,000 aggregate principal amount of its 3.000% Senior Notes due 2030 (the “Preliminary Offering MemorandumInitial Securities”) under the sixth supplemental indenture, dated as of May 4, 2020, to the Base Indenture and will prepare an offering memorandum additional $250,000,000 of its 3.000% Senior Notes due 2030 under the seventh supplemental indenture, dated as of September 9, 2020, to the date hereof Base Indenture (together with the Initial Securities, collectively, the “Offering MemorandumExisting Securities”). The Offered Securities constitute Additional Notes (as such term is defined in the Indenture) setting forth information concerning under the CompanyIndenture. Except as disclosed in the General Disclosure Package and the Final Prospectus (each, as defined below), the Offered Securities and the Underlying Securities. Copies will have terms identical to those of the Preliminary Offering Memorandum have beenExisting Securities and, 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 together with the Securities and Exchange Commission (the “Commission”) and any amendments thereto that are made prior to the completion of 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 Existing Securities, will be entitled to the benefits treated as a single class of a Registration Rights Agreement, substantially in the form attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 securities for all purposes under the Securities Act (the “Shelf Registration Statement”)Indenture.

Introductory. EPIX Medical, Inc.Sunoco LP, a limited partnership organized under the laws of the State of Delaware corporation (the “CompanySunoco”), proposes to selland Sunoco Finance Corp., pursuant to a corporation organized under the terms laws of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC the State of Delaware (“▇▇ ▇▇▇▇▇Finance Corp.” and, together with Sunoco, the “Issuers”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC propose to issue and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC sell to the several Initial Purchasers named in Schedule A (the “Initial Purchasers,” or, each, an “Initial Purchaser”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $75,000,000 800,000,000 aggregate principal amount of its3the Issuers’ 6.250% Convertible Senior Notes due 2024 2021 (the “Firm SecuritiesNotes”). The Company also proposes Credit Suisse Securities (USA) LLC has agreed to sell to act as the representative of the several Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 Purchasers (the “Optional SecuritiesRepresentative”). The Firm Securities ) in connection with the offering and sale of the Optional Securities are hereinafter collectively referred to as the “Securities”Notes. The Securities are to (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of June April 7, 2004 2016 (the “Indenture”), among the Issuers, the Guarantors (as defined below) to be entered into by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Securities Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”), $0.01 par value per share pursuant to a letter of representations to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “Underlying SecuritiesDTC Agreement”), among the Issuers, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of April 7, 2016 (the “Registration Rights Agreement”), among the Issuers, the Guarantors, ETP Retail Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (“ETP Retail”), and the Representative, on behalf of itself and the other Initial Purchasers, pursuant to which the Issuers 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 Issuers 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 best 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 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 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 Sunoco 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”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives ETP Retail will enter into a Guarantee of Collection with the Issuers providing for a limited contingent guarantee of the several Initial Purchasers Issuers’ and in such capacity Guarantors’ obligation to pay the principal on the Notes (the “ETP Retail Contingent Guarantee”). The Notes and the Guarantees related thereto are hereinafter herein collectively referred to as the “RepresentativesSecurities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” 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 issuance and sale of the Notes, the issuance of the Guarantees, the application of the proceeds from the sale of the Securities as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively as the “Transactions.” The Issuers understand 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 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 and the Underlying Securities will ETP Retail Contingent Guarantee are to be offered and sold to or through the Initial Purchasers 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”) 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 “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion of 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 terms of the Securities and the Underlying Indenture, investors who acquire Securities by shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the Initial Purchasers in accordance with Section 3. Each 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 Issuers have prepared and delivered to each Initial Purchasers and its direct and indirect transferees will be entitled to the benefits Purchaser copies of a Registration Rights AgreementPreliminary Offering Memorandum, substantially dated April 4, 2016 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated April 4, 2016, in the form attached hereto as Annex Exhibit A (the “Registration Rights AgreementPricing Supplement”), pursuant describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to which purchase the Company 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 Issuers will agree prepare and deliver to file with each Initial Purchaser a final offering memorandum dated the Securities and Exchange Commission date hereof (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration StatementFinal Offering Memorandum”).

Introductory. EPIX Medical, Inc.Prologis Euro Finance LLC, a Delaware corporation limited liability company (the “CompanyIssuer”), proposes to sell, pursuant issue and sell to the terms several underwriters named in Schedule A hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of this Agreement€600,000,000 aggregate principal amount of the Issuer’s 3.875% Notes due 2030 (the “2030 Notes”) and €650,000,000 aggregate principal amount of the Issuer’s 4.250% Notes due 2043 (the “2043 Notes” and, to ▇▇ ▇▇▇▇▇ & Co.together with the 2030 Notes, LLC (the “▇▇ ▇▇▇▇▇Debt Securities”). BNP Paribas, HSBC Bank plc, ING Bank N.V. and ▇.▇. ▇▇▇▇▇▇ & CompanySecurities plc have agreed to act as lead managers of the several Underwriters (in such capacity, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial PurchaserLead Managers”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 the Securities (the “Firm Securities”as defined below). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to will be issued pursuant to an Indenture to be indenture, dated as of June 7August 1, 2004 2018 (as defined below) (the “Base Indenture”) to be entered into by and between ), among the Company Issuer, Prologis, L.P., a Delaware limited partnership, as the parent guarantor (the “Parent Guarantor” and, together with the Issuer, the “Transaction Parties”), and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of August 1, 2018 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuer, the Parent Guarantor, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent (the “Paying Agent”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarantees referred to below. The Securities will be convertible into shares issued in book-entry form and registered in the name of a common depositary or its nominee on behalf of Clearstream Banking, S.A., (“Clearstream”) and Euroclear Bank SA/NV, as operator of the Company’s common stock Euroclear System (“Euroclear”). Pursuant to the Indenture, the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the “Common Stock”)Guarantees” and, $0.01 par value per share (together with the Debt Securities, the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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 ineach holder of Debt Securities, (i) the full 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”) 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 prompt payment of the Preliminary Offering Memorandum have been, and copies principal 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 “Commission”) and any amendments thereto that are made prior to premium, if any, on any Debt Securities when and as the completion same shall become due, whether at the maturity thereof, by acceleration, redemption or otherwise and (ii) the full and prompt payment of this Offering. The Company hereby confirms that it has authorized any interest on any Debt Securities when and as the use of the Preliminary Offering Memorandum same shall become due 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”)payable.

Introductory. EPIX Medical, Inc.Prologis Euro Finance LLC, a Delaware corporation limited liability company (the “CompanyIssuer”), proposes to sell, pursuant issue and sell to the terms several underwriters named in Schedule A hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of this Agreement€850,000,000 aggregate principal amount of the Issuer’s 0.500% Notes due 2032 (the “2032 Notes”) and €500,000,000 aggregate principal amount of the Issuer’s 1.000% Notes due 2041 (the “2041 Notes” and, to ▇▇ ▇▇▇▇▇ & Co.together with the 2032 Notes, LLC (the “▇▇ ▇▇▇▇▇Debt Securities”), ▇. G▇▇▇▇▇▇ & Company, Inc., ▇S▇▇▇▇ Fargo Securities& Co. LLC, LLC HSBC Bank plc, ING Bank N.V. and J.▇▇ ▇▇▇. ▇▇▇▇▇▇ + Co. LLC Securities plc have agreed to act as lead managers of the several Underwriters (in such capacity, the “Initial Purchasers,” or, each, an “Initial PurchaserLead Managers”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 the Securities (the “Firm Securities”as defined below). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to will be issued pursuant to an Indenture to be indenture, dated as of June 7August 1, 2004 2018 (as defined below) (the “Base Indenture”) to be entered into by and between ), among the Company Issuer, Prologis, L.P., a Delaware limited partnership, as the parent guarantor (the “Parent Guarantor” and, together with the Issuer, the “Transaction Parties”), and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of August 1, 2018 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuer, the Parent Guarantor, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent (the “Paying Agent”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarantees referred to below. The Securities will be convertible into shares issued in book-entry form and registered in the name of a common depositary or its nominee on behalf of Clearstream Banking, S.A., (“Clearstream”) and Euroclear Bank SA/NV, as operator of the Company’s common stock Euroclear System (“Euroclear”). Pursuant to the Indenture, the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the “Common Stock”)Guarantees” and, $0.01 par value per share (together with the Debt Securities, the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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 ineach holder of Debt Securities, (i) the full 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”) 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 prompt payment of the Preliminary Offering Memorandum have been, and copies principal 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 “Commission”) and any amendments thereto that are made prior to premium, if any, on any Debt Securities when and as the completion same shall become due, whether at the maturity thereof, by acceleration, redemption or otherwise and (ii) the full and prompt payment of this Offering. The Company hereby confirms that it has authorized any interest on any Debt Securities when and as the use of the Preliminary Offering Memorandum same shall become due 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”)payable.

Introductory. EPIX Medical, ABB Finance (USA) Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant issue and sell to the terms several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective principal amounts set forth in such Schedule A of this Agreement$300,000,000 aggregate principal amount of the Company’s 2.800% Notes due 2020 (the “2020 Notes”), to $450,000,000 aggregate principal amount of the Company’s 3.375% Notes due 2023 (the “2023 Notes”) and $750,000,000 aggregate principal amount of the Company’s 3.800% Notes due 2028 (the “2028 Notes” and, together with the 2020 Notes and the 2023 Notes, the “Notes”). Citigroup Global Markets Inc. (“Citigroup”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and ▇▇ .▇. ▇▇▇▇▇▇ & Co., Securities LLC (“▇▇ .▇. ▇▇▇▇▇▇”)) have agreed to act as representatives of the several Underwriters (in such capacity, ▇▇▇▇▇▇▇ & Companythe “Representatives”) in connection with the offering and sale of the Notes. The Notes will be issued as a series of debt securities pursuant to an indenture, Inc.to be dated April 3, ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC 2018 (the “Initial Purchasers,” or, each, an “Initial PurchaserBase Indenture”), $75,000,000 principal amount by and among the Company, ABB Ltd, an entity organized under the laws of its3% Convertible Senior Notes due 2024 Switzerland and indirect parent of the Company, as guarantor (the “Firm SecuritiesGuarantor”). The , and Deutsche Bank Trust Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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 AssociationAmericas, as trustee (the “Trustee”). The Securities Certain terms of the Notes will be convertible into shares of the Company’s common stock established under a supplemental indenture (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the Underlying Securities will be offered without being registered under the Securities Act of 1933, as amended (the “Securities ActSupplemental Indenture”), to “qualified institutional buyers” as defined in, and in compliance the Base Indenture (together with the exemption from registration provided byBase Indenture, Rule 144A under the Securities Act (“Qualified Institutional BuyersIndenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 attached hereto as Annex A (the “Registration Rights AgreementDepositary”), pursuant to which a Blanket Issuer Letter of Representations, to be dated on or before the Company will agree to file with the Securities and Exchange Commission Closing Date (as defined in Section 2) (the “CommissionDTC Agreement”) a shelf registration statement ), between the Company and the Depositary. The payment obligations of the Company under the Notes will be fully and unconditionally guaranteed by the Guarantor pursuant to Rule 415 under the Securities Act an instrument of guarantee (the “Shelf Registration StatementGuarantee” and, together with the Notes, the “Securities”)) to be issued pursuant to the Indenture.

Introductory. EPIX MedicalSunrise Assisted Living, Inc., a Delaware corporation (the “Company”), proposes to sellproposes, pursuant subject to the terms of this Agreementand conditions stated herein, to ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC issue and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC sell to the several initial purchasers named in Schedule A hereto (the “Initial Purchasers,” or, each, an “Initial Purchaser”), ) U.S. $75,000,000 100,000,000 principal amount of its3its 5 1/4% Convertible Senior Subordinated Notes due 2024 February 1, 2009 (the “Firm Securities”). The Company also proposes to sell to ) and, at the Initial election of the Purchasers, upon the terms and conditions set forth in Section 3 hereof, an aggregate of up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The ) of its 5 1/4% Convertible Subordinated Notes due February 1, 2009 (the Firm Securities and the Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are hereinafter herein collectively referred to as called the “Offered Securities”. The Securities are ), each to be issued pursuant to under an Indenture indenture, to be dated as of June 7January 30, 2004 2002 (the “Indenture”) to be entered into by and ), between the Company and U.S. Bank First Union National AssociationBank, as trustee (the “Trustee”). The Securities will be convertible into shares , on a private placement basis pursuant to an exemption under Section 4(2) of the Company’s common stock (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the Underlying Securities will be offered without being registered under the United States Securities Act of 1933, as amended 1933 (the “Securities Act”), to “qualified institutional buyers” as defined in, and in compliance hereby agrees with the exemption from registration provided by, Rule 144A under the Securities Act (“Qualified Institutional Buyers”). several Purchasers as follows: The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) 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 holders 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 Offered Securities and Exchange Commission (the “Commission”) and any amendments thereto that are made prior to the completion of 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 Agreement of even date herewith among the form attached hereto as Annex A Company and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company will agree agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 registering the resale of the Offered Securities and the Underlying Shares, as hereinafter defined, under the Securities Act (the “Shelf Registration Statement”)Act.

Introductory. EPIX Medical▇▇▇▇▇ Solar Limited, Inc., a Delaware corporation an exempted company limited by shares under the laws of the Cayman Islands (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) for whom you are acting as representatives (you, in such capacity, the “Representatives”) to issue and sell to the several Underwriters up to 8,800,000 American Depositary Shares (“ADSs” and each an “ADS”), each representing fifty ordinary shares, par value $0.00001 per share, of the Company (“Shares”), and also proposes to sellissue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,320,000 additional ADSs as described in Section 3 hereof. The aforesaid 8,800,000 ADSs (the “Firm Securities”) and all or any part of the 1,320,000 ADSs subject to the option described in Section 3 hereof (the “Optional Securities”) are hereinafter collectively called the “Offered Securities”. The Shares to be represented by the Offered Securities are to be deposited pursuant to a deposit agreement, dated as of December 18, 2006, as amended and restated on December 2, 2008 (the terms “Deposit Agreement”), among the Company, The Bank of this AgreementNew York Mellon, as depositary (the “Depositary”), and the owners and beneficial owners from time to time of the American Depositary Receipts (“ADRs”) to be issued under the Deposit Agreement and evidencing the Offered Securities. Concurrently with the issuance and offering of the Offered Securities, the Company is offering US$150,000,000 principal amount of its 3.5% Convertible Senior Notes due 2019 (the “Notes”) convertible into ADSs in reliance on the exemption from registration provided by Rule 144A under the Act (as defined below) and Regulation S under the Act. Deutsche Bank Securities Inc., Barclays Capital Inc., ▇▇ .▇. ▇▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), Securities LLC. and ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC Sachs (Asia) L.L.C. are acting as initial purchasers (collectively the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount ) in the concurrent offering of its3% Convertible Senior Notes due 2024 (the “Firm Securities”)Notes. The Company also proposes to sell to has granted the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, Purchasers an option to purchase up to an additional $25,000,000 US$22,500,000 aggregate principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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’s common stock (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the 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”)Notes. The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 entering into a purchase agreement with respect to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”)such concurrent offering.

Introductory. EPIX Medical, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇ Company, LLC, a limited liability company organized in Puerto Rico, and ▇▇▇▇▇▇ + Co. ▇▇▇▇▇▇▇▇ 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,” or, each, an “Initial Purchaser”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $75,000,000 500,000,000 aggregate principal amount of its3the Issuers’ 7 3/4% Convertible Senior Notes due 2024 2018 (the “Firm SecuritiesNotes”). The Company also proposes BAS has agreed to sell to act as the representative of the several Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 Purchasers (the “Optional SecuritiesRepresentative”) in connection with the offering and sale of the Securities (as defined below). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to will be issued pursuant to an Indenture to be the indenture, dated as of June 7August 20, 2004 2010 (the “Indenture”), among the Issuers, the Guarantors (as defined below) to be entered into by and between the Company and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) 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 $0.01 par value per share 750,000,000 aggregate principal amount of 7 3/4% Senior Notes due 2018 (the “Underlying 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 registration statements to be declared effective. ▇▇ All references herein to the Exchange Securities and the Exchange Offer are 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 ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC 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 acting as representatives of the several Initial Purchasers and in such capacity 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.” The Securities and Issuers understand that the Underlying Securities will be offered without being registered under Initial Purchasers propose to make an offering of the Securities Act 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 1933, as amended the Securities to purchasers (the “Securities ActSubsequent Purchasers”), to “qualified institutional buyers” as defined in, and ) on the terms set forth in compliance with the exemption from registration provided by, Rule 144A under Pricing Disclosure Package (the first time when sales of the Securities Act (are made is referred to as the “Qualified Institutional BuyersTime of Sale”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) Securities are to be offered 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 sold to or through 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 without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion terms of this Offeringthe 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 hereby confirms that it has authorized Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated September 24, 2010 (the use “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 Offering Memorandum in connection with Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering and resale of memorandum dated 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 attached hereto as Annex A date hereof (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration StatementFinal Offering Memorandum”).

Introductory. EPIX Medical, Inc., a Delaware corporation Perpetual Trustees Australia Limited (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to ABN 86 ▇▇▇ ▇▇▇ ▇▇▇), a corporation duly incorporated and existing under the Corporations ▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”▇ (Cth) of the Commonwealth of Australia ("PTAL"), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC in its capacity as trustee of the SMHL Global Fund No. 5 (the “Initial Purchasers,” or"Fund", each, an “Initial Purchaser”and PTAL in that capacity being the "ISSUER TRUSTEE" acting at the direction of ME Portfolio Management Limited (ABN 79 005 964 134), $75,000,000 principal amount as manager of its3% Convertible Senior Notes due 2024 the Fund (the “Firm Securities”). The Company also "MANAGER") of the Fund proposes to sell to the Initial Purchasersseveral Underwriters listed in Schedule A hereto (the "UNDERWRITERS"), upon for whom Credit Suisse First Boston LLC ("CSFB") is acting as representative (the "REPRESENTATIVE"), U.S.$750,000,000 principal amount of Class A Mortgage Backed Floating Rate Notes (the "CLASS A NOTES" or the "NOTES") issued by the Issuer Trustee. Each Note will be secured by the assets of the Fund. The Issuer Trustee also proposes to issue Class B Notes (the "CLASS B NOTES") which are not being sold to the Underwriters. The assets of the Fund include, among other things, a pool of variable and fixed rate residential housing loans (the "HOUSING LOANS") initially originated by Members Equity Pty Limited (ABN 56 070 887 679) ("MEMBERS EQUITY") for Superannuation Members Home Loans Origination Fund No. 3 (the "ORIGINATION FUND") including all monies at any time paid or payable thereon or in respect thereof from, after, October___, 2003 (the "CUT-OFF DATE") with respect to payments of principal and after the Closing Date (as defined herein) with respect to payments of interest, rights under certain mortgage insurance policies with respect to the Housing Loans, rights under the Mortgages with respect to the Housing Loans, the amounts on deposit in the Collection Account, amounts available under the Payment Funding Facility and the Redraw Funding Facility and the rights of the Issuer Trustee under the Basic Documents (other than rights it holds personally). The Fund will be established pursuant to the Master Trust Deed between the Manager and the Issuer Trustee, dated July 4, 1994 as amended (the "MASTER TRUST DEED") and a Notice of Creation of a Securitisation Fund between the Manager and Issuer Trustee, dated ________, 2003 (the "NOTICE OF CREATION") which sets forth specific provisions regarding the Fund. A Supplementary Bond Terms Notice Class A Notes and Class B Notes, to be dated on or about ____________, 2003 (the "SUPPLEMENTARY BOND TERMS NOTICE CLASS A NOTES AND CLASS B NOTES") between the Issuer Trustee, the Note Trustee and the Manager, which sets forth the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”)Notes. The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to be issued pursuant to an Indenture Note Trust Deed, to be dated as of June 7on or about ___________, 2004 2003 (the “Indenture”"NOTE TRUST DEED") to be entered into by and between among the Company Issuer Trustee, the Manager and U.S. The Bank National Association, as trustee of New York (the “Trustee”)"NOTE TRUSTEE") provides for the issuance and registration of the Notes in accordance with the terms and conditions attached thereto. Members Equity will act as mortgage manager (the "MORTGAGE MANAGER") of the Housing Loans. The Securities will be convertible into shares of the Company’s common stock (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC Manager and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC Members Equity are acting as representatives of the several Initial Purchasers each a "MEMBERS EQUITY PARTY" and in such capacity collectively are hereinafter referred to herein as the “Representatives"MEMBERS EQUITY PARTIES.” " The Securities and the 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 Manager has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) 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 “Commission”"COMMISSION") and any amendments thereto that are made prior to the completion of this Offering. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection accordance with the offering and resale provisions of the Securities Act of 1933, as amended, and the Underlying Securities by the Initial Purchasers in accordance with Section 3. Each rules and regulations of the Initial Purchasers and its direct and indirect transferees will be entitled Commission thereunder (collectively, the "SECURITIES ACT"), a registration statement, including a prospectus, relating to the benefits Notes. The United States Securities Exchange Act of a Registration Rights Agreement1934, substantially in as amended, is herein referred to as the form attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and "Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”)Act".

Introductory. EPIX MedicalSensus Metering Systems, Inc., a Delaware corporation (the “CompanyIssuer”), proposes to sellwhich is a wholly owned subsidiary of Sensus Metering Systems (Bermuda 2) Ltd., pursuant a company organized under the laws of Bermuda (“Holdings”), proposes, subject to the terms of this Agreementand conditions stated herein, to ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC issue and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC sell to the several initial purchasers named in Schedule A hereto (the “Initial Purchasers,” or, each, an “Initial Purchaser”), ) $75,000,000 275,000,000 aggregate principal amount of its3its 85/8% Convertible Senior Subordinated Notes due 2024 Due 2013 (the “Firm SecuritiesNotes”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Offered Securities are to be issued pursuant to an Indenture to be dated as of June 7, 2004 indenture (the “Indenture”) to be entered into by and between dated as of December 17, 2003, among the Company Issuer, Holdings and U.S. Bank National Association, as trustee (the “Trustee”). The Securities will be convertible into shares As part of the Company’s common stock acquisition (the “Common StockAcquisition”) as described under the heading “The Acquisition” in the Offering Document (as defined herein), the Issuer, pursuant to a stock purchase agreement with Invensys plc and certain of its affiliates (the “Stock Purchase Agreement”), will acquire the metering systems business of Invensys plc described in the Offering Document. Immediately prior to the consummation of the Acquisition, certain affiliated funds of The Resolute Fund, L.P. that are managed by The Jordan Company, L.P., and GS Capital Partners 2000, L.P. and certain of its affiliated investment partnerships, will indirectly make a cash contribution of not less than $0.01 par value per share 195,000,000 to Holdings (the “Underlying SecuritiesEquity Contribution”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives Concurrently with the consummation of the several Initial Purchasers Acquisition, the Issuer will enter into a credit agreement (together with the related guaranties and security documents, the “Credit Agreement”) among itself, the guarantors named therein, CSFB, as administrative agent, and the lenders named therein. The Notes will be unconditionally guaranteed (the “Guarantees”) on a senior subordinated basis by Holdings, and immediately upon the consummation of the Acquisition, by each of the Issuer’s domestic subsidiaries set forth on Schedule B (the “Subsidiary Guarantors” and together with Holdings, the “Guarantors”); provided, however, that for purposes of the representations and warranties set forth in Section 2 insofar as they relate to the Subsidiary Guarantors prior to the execution of the counterparts of this Agreement in the form attached as Exhibit A pursuant to Section 6(n), it is agreed and understood that the Issuer and the Guarantors are making such capacity representations and warranties to the best of their knowledge; provided further, however, that for purposes of the certificate to be delivered on the Closing Date pursuant to Section 6(g), all such representations and warranties including the representations and warranties relating to the Subsidiary Guarantors shall be true and correct without giving effect to the knowledge qualifier in the immediately preceding proviso. The Guarantees and the Notes are hereinafter collectively referred to as the “Representatives.” Offered Securities”. The Securities and holders of the Underlying Offered Securities will be offered without being registered under entitled to the Securities Act benefits of 1933a Registration Rights Agreement, to be dated the Closing Date (as amended defined herein), among the Issuer, the Guarantors and the Purchasers (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 MemorandumRegistration Rights Agreement”) 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 which the terms of this Agreement. Any references herein Issuer agrees 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 file a registration statement with the Securities and Exchange Commission (the “Commission”) and any amendments thereto that are made prior to registering the completion of 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 Offered Securities under the Securities Act. This Agreement (including the counterparts to be executed concurrently with the consummation of the Acquisition), the Indenture, the Offered Securities, the Exchange Securities (as defined in the Registration Rights Agreement) and the Underlying Securities by Registration Rights Agreement (including the Initial Purchasers in accordance counterparts to be executed concurrently with Section 3. Each the consummation of the Initial Purchasers Acquisition) are sometimes referred to in this Agreement collectively as the “Operative Documents”. The Stock Purchase Agreement and its the Credit Agreement are sometimes referred to in this Agreement collectively as the “Transaction Agreements”. The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the “Transaction Documents”. References in this Agreement to the subsidiaries of Holdings shall include all direct and indirect transferees will be entitled subsidiaries of Holdings after the consummation of the Acquisition. Capitalized terms used but not defined herein shall have the meanings given to the benefits of a Registration Rights Agreement, substantially such terms in the form attached hereto Offering Document (as Annex A (defined below). The Issuer and the “Registration Rights Agreement”), pursuant to which the Company will Guarantors hereby agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”).several Purchasers as follows:

Introductory. EPIX Medical, Inc.Affimed N.V., a Delaware corporation company incorporated under the laws of the Netherlands (the “Company”), proposes to sellissue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 16,666,667 common shares, par value €0.01 per share (the “Common Shares”). The 16,666,667 Common Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an over-allotment option to purchase up to 2,500,000 Common Shares as provided in Section 2. The over-allotment 2,500,000 Common Shares to be sold pursuant to such over-allotment option are called the terms of this Agreement“Optional Shares.” The Firm Shares and, if and to ▇▇ ▇▇▇▇▇ & Co.the extent such option is exercised, LLC (the Optional Shares are collectively called the “▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ Offered Shares.” ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial PurchaserJefferies”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 SVB Leerink LLC (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to be issued pursuant to an Indenture to be dated as of June 7, 2004 (the “IndentureSVB Leerink”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) have agreed 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’s common stock (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting act as representatives of the several Initial Purchasers and Underwriters (in such capacity are hereinafter referred to as capacity, the “Representatives.” The Securities and the 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”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 sale of the Securities Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the Underlying Securities by term “Underwriters” shall mean either the Initial Purchasers in accordance with Section 3singular or the plural, as the context requires. Each of the Initial Purchasers The Company has prepared and its direct and indirect transferees will be entitled to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant on Form F-3, File No. 333-251648, including a base prospectus (the “Base Prospectus”) to Rule 415 be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Shelf Securities Act”), including all documents incorporated by reference 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”).” The preliminary prospectus supplement dated January 12, 2021 describing the

Introductory. EPIX Medical, ▇▇▇▇▇ ▇▇▇▇▇ Inc., a Delaware corporation (the “Company”)) and ▇▇▇▇▇ ▇▇▇▇▇, proposes to sell, pursuant to a New York general partnership and subsidiary of the terms of this Agreement, to Company (“▇▇▇▇▇ ▇▇▇▇▇ & Co.GP”, and together with the Company, the “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 obligations of each of the Issuers. The payment of principal, premium and Liquidated Damages (as defined in 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 ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC 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 “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm SecuritiesGuarantees”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities Guarantees thereof are hereinafter herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The 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 or 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 are to will be issued pursuant to an Indenture to be the indenture, dated as of June 7December 20, 2004 (the “Indenture”) to be entered into by and between ), among the Company and 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 by Amendment No. 1 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 Securities will be convertible into shares holders of the Company’s common stock Securities and their direct and indirect transferees will also be entitled to the benefit of security interests (“Liens”) in various personal property and other assets (the “Common StockCollateral”) granted under the Amended and Restated Security Agreement among the Issuers, the Guarantors and the collateral agent named thereunder (the “Collateral Agent”), $0.01 par value per share 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 “Underlying SecuritiesOther Collateral Documents”). ▇▇ ▇▇▇▇▇All of the aforementioned Liens will be subject to the terms of the Intercreditor Agreement, ▇▇▇▇▇▇▇ & Companydated as of July 30, Inc.2004, ▇▇▇▇▇ Fargo 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, LLC the Refinancing and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity all related transactions are hereinafter referred to collectively as the “RepresentativesTransactions,” and documents executed in connection therewith are referred to collectively as the “Transaction Documents.” The Securities and holders of the Underlying Securities will be offered without being registered under entitled to the Securities Act benefits of 1933a registration rights agreement, to be dated as amended of the Closing Date (the “Securities ActRegistration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchaser. Each of the Issuers understands that the Initial Purchaser proposes to “qualified institutional buyers” as defined in, make an offering of the Securities on the terms and in compliance with the exemption from registration provided bymanner set forth herein and in the Offering Memorandum and agrees that the Initial Purchaser may resell, Rule 144A under subject to the conditions set forth herein, all or a portion of the Securities Act (“Qualified Institutional Buyers”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 to purchasers (the “Preliminary Offering MemorandumSubsequent Purchasers”) and will prepare an offering memorandum dated at any time after 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 The Securities are to be offered and sold to or through 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 Initial Purchaser without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior to regulations of the completion of this OfferingCommission promulgated thereunder), in reliance upon exemptions therefrom. 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 terms of the Securities and the Underlying Indenture will require that investors who acquire Securities by expressly agree that Securities may only be resold or otherwise transferred, after 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 Agreementdate hereof, substantially in the form attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the if such Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 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 (“Shelf Registration StatementRule 144A”) or Regulation S (“Regulation S”) thereunder).. The Issuers and the Guarantors hereby confirm their agreement with the Initial Purchaser as follows:

Introductory. EPIX MedicalSpeedway Motorsports, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant issue and sell to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC 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 $100,000,000 aggregate principal amount of the Company’s 6 3/4% Senior Notes due 2019 (the “Notes”). ▇▇▇▇▇▇▇ & CompanyLynch, Inc.Pierce, ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC & ▇▇▇▇▇ Incorporated (“BofAML”), has agreed to act as the representative of the several Initial Purchasers (the “Initial Purchasers,” or, each, an “Initial PurchaserRepresentative”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”Notes. The Securities are to (as defined below) will be issued pursuant to an Indenture to be that certain indenture, dated as of June 7February 3, 2004 2011 (as amended or supplemented from time to time, the “Indenture”), among the Company, the Guarantors (as defined below) to be entered into by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Securities Notes will be convertible into shares issued only in book-entry form in the name of the Company’s common stock Cede & Co., as nominee of The Depository Trust Company (the “Common StockDepositary”) pursuant to a letter of representations, dated July 1, 2004 (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company and the Depositary. On February 3, 2011, the Company issued $0.01 par value per share 150,000,000 in aggregate principal amount of its 6 3/4% Senior Notes due 2019 under the Indenture (the “Underlying SecuritiesExisting Notes”). ▇▇ ▇▇▇▇▇The Notes offered by the Company pursuant to this Agreement constitute an issuance of “Additional Notes” under the Indenture. Except as otherwise described in the Pricing Disclosure Package (as defined below), ▇▇▇▇▇▇▇ & the Notes offered by the Company pursuant to this Agreement will have identical terms to the Existing Notes and will be treated as a single class of notes for all purposes under the Indenture. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of January 11, 2013 (the “Registration Rights Agreement”), among the Company, Inc.the Guarantors and the Initial Purchasers, ▇▇▇▇▇ Fargo Securitiespursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting under the circumstances set forth therein, (i) a registration statement under the Securities Act (as representatives defined below) relating to another series of debt securities of the several Initial Purchasers 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. The payment of principal, premium, if any, and interest and Additional Interest (as defined in the Indenture), if any, will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) all of the operative subsidiaries of the Company (except for Oil-Chem Research Corporation and its subsidiaries), which are hereinafter listed on the signature pages hereof as “Guarantors”, and (ii) any operative subsidiary of the Company formed or acquired after the Closing Date or any other subsidiary 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 “RepresentativesSecurities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Securities Company and the Underlying Securities will be offered without being registered under Guarantors understand that the Initial Purchasers propose to make an offering of the Securities Act 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 1933, as amended the Securities to purchasers (the “Securities ActSubsequent Purchasers”), to “qualified institutional buyers” as defined in, and ) on the terms set forth in compliance with the exemption from registration provided by, Rule 144A under Pricing Disclosure Package (the first time when sales of the Securities Act (are made is referred to as the “Qualified Institutional BuyersTime of Sale”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) Securities are to be offered 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 sold to or through 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 without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and any amendments thereto that are made prior regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the completion terms of this Offeringthe Securities and the Indenture, Subsequent Purchasers who acquire Securities shall be deemed to have agreed that such 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 hereby confirms that it has authorized prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated January 8, 2013 (the use “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated January 8, 2013 (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 Offering Memorandum in connection with 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 and resale of memorandum dated 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 attached hereto as Annex A date hereof (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration StatementFinal Offering Memorandum”).

Introductory. EPIX MedicalAllied World Assurance Company Holdings, Inc.Ltd, a Delaware corporation Bermuda exempted company (the “Company”), proposes to sell, pursuant issue and sell to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC several underwriters named in Schedule A (the “▇▇ ▇▇▇▇▇Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Company’s 5.50% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Incorporated (“MLPF&S”) and ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇(“▇▇▇▇▇ + Co. LLC Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Initial Purchasers,” or, each, an “Initial PurchaserRepresentatives”), $75,000,000 principal amount ) in connection with the offering and sale of its3% Convertible Senior Notes due 2024 (the “Firm Securities”)Notes. The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to will be issued pursuant to an Indenture to be indenture, dated as of June 7November 15, 2004 2010 (the “Base Indenture”) ), to be entered into by and between the Company and U.S. The Bank National Associationof New York Mellon, as trustee (the “Trustee”). The Securities Certain terms of the Notes will be convertible into shares of the Company’s common stock established pursuant to a supplemental indenture (the “Common StockSupplemental 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”), $0.01 par value per share pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the Underlying Securities will be offered without being registered under the Securities Act of 1933, as amended (the “Securities ActDTC Agreement”), to “qualified institutional buyers” as defined inamong the Company, the Trustee and in compliance with the exemption from registration provided by, Rule 144A under the Securities Act (“Qualified Institutional Buyers”)Depositary. The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) 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 “Commission”) and any amendments thereto that are made prior a registration statement on Form S-3 (File No. 333-148409), which contains a base prospectus (the “Base Prospectus”), to the completion of this Offering. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum be used in connection with the public offering and resale sale of debt securities, including the Notes, and other securities 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 attached hereto as Annex A (the “Registration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement pursuant to Rule 415 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Shelf Registration StatementSecurities Act”)., and the offering thereof from time to time in accordance with

Introductory. EPIX Medical, ABB Finance (USA) Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant issue and sell to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC several underwriters named in Schedule A (the “▇▇ ▇▇▇▇▇Underwriters”), ▇▇▇▇▇▇▇ & acting severally and not jointly, the respective principal amounts set forth in such Schedule A of $ aggregate principal amount of the Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC ’s % Notes due (the “Initial Purchasers,” orNotes”). and have agreed to act as representatives of the several Underwriters (in such capacity, eachthe “Representatives”) in connection with the offering and sale of the Notes. The Notes will be issued as a series of debt securities pursuant to an indenture, an dated as of , (the “Initial PurchaserBase Indenture”), $75,000,000 principal amount by and among the Company, ABB Ltd, an entity organized under the laws of its3% Convertible Senior Notes due 2024 Switzerland and indirect parent of the Company, as guarantor (the “Firm SecuritiesGuarantor”). The , and Deutsche Bank Trust Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. 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 AssociationAmericas, as trustee (the “Trustee”). The Securities Certain terms of the Notes will be convertible into shares of the Company’s common stock established under a supplemental indenture (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the Underlying Securities will be offered without being registered under the Securities Act of 1933, as amended (the “Securities ActSupplemental Indenture”), to “qualified institutional buyers” as defined in, and in compliance the Base Indenture (together with the exemption from registration provided byBase Indenture, Rule 144A under the Securities Act (“Qualified Institutional BuyersIndenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) 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 “Commission”) and any amendments thereto that are made prior to the completion of 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 attached hereto as Annex A (the “Registration Rights AgreementDepositary”), pursuant to which a Blanket Issuer Letter of Representations, to be dated on or before the Company will agree to file with the Securities and Exchange Commission Closing Date (as defined in Section 2) (the “CommissionDTC Agreement”) a shelf registration statement ), between the Company and the Depositary. The payment obligations of the Company under the Notes will be fully and unconditionally guaranteed by the Guarantor pursuant to Rule 415 under the Securities Act an instrument of guarantee (the “Shelf Registration StatementGuarantee,” and together with the Notes, the “Securities”)) to be issued pursuant to the Indenture.