Common use of Introductory Clause in Contracts

Introductory. CVR Refining, LP, a Delaware limited partnership (the “Partnership”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units (the “Optional Units”) as set forth below. The Firm Units and the Optional Units, if purchased, are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering of the Offered Units, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit Program”) under which up to 2,400,000 Firm Units, or 10.0% of the Firm Units to be purchased by the Underwriters (the “Reserved Units”), shall be reserved for sale by UBS-FinSvc at the initial public offering price to the Partnership’s directors, officers, employees and other parties associated with the Partnership (collectively, the “Directed Unit Participants”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:

Introductory. CVR RefiningOrion Energy Systems, LPInc., a Delaware limited partnership Wisconsin corporation (the “Partnership”), agrees with the several Underwriters named in Schedule A hereto (the “UnderwritersCompany”) pursuant to the terms of this agreement (this “Agreement”) proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters 24,000,000 common units listed on Schedule B hereto (“Firm UnitsUnderwriters”) representing limited partner interests in an aggregate of outstanding shares of the Partnership Securities (such shares of Securities being hereinafter referred to as the “Common UnitsFirm Securities”) and ). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units additional shares (the “Optional UnitsSecurities”) of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Txxxxx Wxxxxx Partners LLC (acting in such capacity, the “UBS-FinSvcDesignated Underwriter”) has agreed to administer a directed unit program (the “Directed Unit Program”) under which up to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Prospectus.

Introductory. CVR RefiningNational CineMedia, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) proposes to issue and sell to the several Underwriters 24,000,000 common units (as defined below) [ ] shares (“Firm UnitsSecurities”) representing limited partner interests in the Partnership of its common stock, $0.01 par value per share (the “Common UnitsSecurities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [ ] additional shares (the “Optional UnitsSecurities”) of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered UnitsSecurities.” The Partnership hereby acknowledges that, in connection with the proposed offering As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse Securities (“UBS-FinSvc”USA) to administer a directed unit program LLC (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to [ ] shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company hereby agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) as part follows: For the avoidance of the distribution of the Offered Units by the Underwritersdoubt, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will it shall be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior any and all references in this Agreement to “subsidiaries” of the date hereof the following transactions Company shall be deemed to include National CineMedia, LLC, a Delaware limited liability company (the “Prior TransactionsNCM LLC”) occurred:).

Introductory. CVR RefiningSpinal Elements Holdings, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units [●] shares (“Firm UnitsSecurities”) representing limited partner interests in the Partnership of its common stock, par value $0.001 per share (the “Common UnitsSecurities”) and ). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [●] additional shares of its Securities (the “Optional UnitsSecurities”) ), as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Xxxxxx X. Xxxxx & Co. Incorporated (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to [●] shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by 11:59 P.M. (New York time) on the date on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Final Prospectus.

Introductory. CVR Refining, LPRocket Fuel Inc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 [ ] shares of the Company’s common units stock, par value $0.001 per share (“Common Stock”). Such shares of Common Stock are referred to hereinafter as the “Firm UnitsSecurities”) representing limited partner interests . In addition, the stockholders listed in the Partnership Schedule B hereto (the “Common UnitsSelling Stockholders”) and also proposes agree severally with the Underwriters to issue and sell to the several Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 [ ] additional shares of Common Units Stock (together, the “Optional UnitsSecurities”) ), as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. [ ] (the “UBS-FinSvcDesignated Underwriter”) has agreed to administer a directed unit program reserve out of the Firm Securities purchased by it under this Agreement, up to [ ] shares of Common Stock, for sale to the Private Equity Group of X.X. Xxxxxx Investment Management Inc., on behalf of an advised client account (the “Participant”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) under which up will be sold by the Designated Underwriter pursuant to 2,400,000 Firm Units, or 10.0% this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the Firm Units business day on which this Agreement is executed will be offered to be purchased the public by the Underwriters (the “Reserved Units”), shall be reserved for sale by UBS-FinSvc at the initial public offering price to the Partnership’s directors, officers, employees and other parties associated with the Partnership (collectively, the “Directed Unit Participants”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants set forth in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Final Prospectus.

Introductory. CVR RefiningFirst Solar, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units [ ] shares of its Common Stock, par value $0.001 per share (“Firm UnitsSecurities”), and the stockholders listed on Schedule A-2 hereto (“Selling Stockholders”) representing limited partner interests in propose severally to sell to the Partnership several Underwriters an aggregate of [ ] outstanding shares of Securities (such [ ] shares of Securities, together with the [ ] shares of Securities to be issued and sold by the Company, being hereinafter referred to as the “Common UnitsFirm Securities”) and ). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [ ] additional shares (the “Optional UnitsSecurities”) of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse Securities (“UBS-FinSvc”USA) to administer a directed unit program LLC (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to [ ] shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Prospectus.

Introductory. CVR RefiningH&E Equipment Services, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with proposes to issue and sell to the several Underwriters underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement for whom Credit Suisse Securities (this “Agreement”USA) to issue LLC and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership UBS Securities LLC are acting as representatives (the “Common UnitsRepresentatives”) 10,937,500 shares (the “Firm Securities”) of its common stock, par value $0.01 per share (the “Securities”) and also proposes to issue and sell to the Underwriters, at the option of the UnderwritersUnderwriters 1,640,625 additional shares of its Securities to cover over-allotments, an aggregate of not more than 3,600,000 Common Units if any, as provided in Section 3 hereof (the “Optional UnitsSecurities”) as set forth below). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Securities LLC (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to 546,875 shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, Prospectus. The Company hereby agrees with the Statutory Prospectus and the Contribution Agreement (several Underwriters as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningNanosphere, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units 7,000,000 shares (“Firm UnitsSecurities”) representing limited partner interests in the Partnership of its Common Stock, par value $0.01 per share (the “Common UnitsSecurities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 1,050,000 additional shares (the “Optional UnitsSecurities”) of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse Securities (“UBS-FinSvc”USA) to administer a directed unit program LLC (the “Directed Unit Program”Designated Underwriter") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to 350,000 shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants"), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit Participants”Share Program"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. As part of the distribution of the Offered Units offering contemplated by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations Underwriters have agreed to reserve [•] shares of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation Firm Securities (the “SponsorBrookside Securities”)) for offer and sale to Brookside Capital Partners Fund, that own petroleum refining L.P. (“Brookside”) upon the terms and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior subject to the date hereof the following transactions (the “Prior Transactions”) occurred:conditions set forth in this Agreement.

Introductory. CVR RefiningAnnie’s, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A B hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 [—] shares of its common units stock, par value $[—] per share (“Firm UnitsSecurities”), and the stockholders listed in Schedule A hereto (“Selling Stockholders”) representing limited partner interests in agree severally with the Partnership Underwriters to sell to the several Underwriters an aggregate of [—] outstanding shares of the Securities (such [—] shares of Securities being hereinafter referred to as the “Common UnitsFirm Securities”) and also proposes ). The Selling Stockholders agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [—] additional outstanding shares of the Securities (the collectively, “Optional UnitsSecurities”) as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse Securities (“UBS-FinSvc”USA) to administer a directed unit program LLC (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to [—] shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure PackageFinal Prospectus. [Solera Partners, L.P. and SCI Partners, L.P.] are referred to herein as the “Solera Selling Stockholders”. As used herein, the Statutory Prospectus and term “Non-Solera Selling Stockholders” refers to all Selling Stockholders other than the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Solera Selling Stockholders.

Introductory. CVR RefiningSITE Centers Corp., LP, a Delaware limited partnership an Ohio corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) and also proposes to issue and sell to the Underwriterscommon shares, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units par value $0.10 per share (the “Optional UnitsCommon Shares”), from time to time, in one or more offerings on terms to be determined at the time of sale. As used herein, “Securities” shall mean the Common Shares. As used herein, “you” and “your,” unless the context otherwise requires, shall mean the parties to whom this Agreement is addressed together with the other parties, if any, identified in the applicable Terms Agreement (as hereinafter defined) as additional co-managers with respect to Underwritten Securities (as hereinafter defined) purchased pursuant thereto. Whenever the Company determines to make an offering of Securities through you or through an underwriting syndicate managed by you, the Company will enter into an agreement (the “Terms Agreement”) providing for the sale of such Securities (the “Underwritten Securities”) to, and the purchase and offering thereof by, you and such other underwriters, if any, selected by you as set forth belowhave authorized you to enter into such Terms Agreement on their behalf (the “Underwriters,” which term shall include you whether acting alone in the sale of the Underwritten Securities or as a member of an underwriting syndicate and any Underwriter substituted pursuant to Section 11 hereof). The Firm Units and Terms Agreement relating to the Optional Unitsoffering of Underwritten Securities shall specify the number of Underwritten Securities to be initially issued (the “Initial Underwritten Securities”), the names of the Underwriters participating in such offering (subject to substitution as provided in Section 11 hereof), the number of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the names of such of you or such other Underwriters acting as co-managers, if purchased, are herein collectively called the “Offered Units.” The Partnership hereby acknowledges thatany, in connection with such offering, the proposed offering of price at which the Offered Units, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit Program”) under which up to 2,400,000 Firm Units, or 10.0% of the Firm Units Initial Underwritten Securities are to be purchased by the Underwriters from the Company, the public offering price per Common Share, the time, date and place of delivery and payment, any delayed delivery arrangements and any other variable terms of the Initial Underwritten Securities. In addition, each Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters an option to purchase additional Underwritten Securities and the number of Underwritten Securities subject to such option (the “Reserved UnitsOption Securities”). As used herein, the term “Underwritten Securities” shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The Terms Agreement, which shall be reserved for sale substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written telecommunication between you and the Company. Each offering of Underwritten Securities through you or through an underwriting syndicate managed by UBS-FinSvc at the initial public offering price to the Partnership’s directors, officers, employees and other parties associated with the Partnership (collectively, the “Directed Unit Participants”) as part of the distribution of the Offered Units you will be governed by the Underwriters, subject to the terms of this Agreement, as supplemented by the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Terms Agreement.

Introductory. CVR RefiningPeninsula Pharmaceuticals, LPInc., a Delaware limited partnership corporation (the “Partnership”"COMPANY"), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) proposes to issue and sell to the several Underwriters 24,000,000 5,750,000 shares ("FIRM SECURITIES") of its common units stock, par value $0.0001 per share (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) "SECURITIES"), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 862,500 additional shares (the “Optional Units”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering "OFFERED SECURITIES". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Credit Suisse First Boston LLC (the “Directed Unit Program”"DESIGNATED UNDERWRITER") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to 287,500 shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "PARTICIPANTS"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Unit Participants”Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningXxxxxx’x, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 shares of its common units (“Firm Units”) representing limited partner interests in the Partnership stock, par value $0.01 per share (the “Common UnitsSecurities”), and the stockholders listed in Schedule B hereto (the “Selling Stockholders”) and also proposes agree severally with the Underwriters to issue and sell to the several Underwriters an aggregate of outstanding shares of the Securities (such shares of the Securities being hereinafter referred to as the “Firm Securities”). Certain of the Firm Securities to be sold by certain of the Selling Stockholders will be acquired upon conversion of preferred stock of the Company into Securities prior to the First Closing Date. The Selling Stockholders also agree to sell to the several Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units additional outstanding shares (the “Optional UnitsSecurities”) of the Company’s Securities, as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges thatSecurities”. Xxxxxx Xxxxx & Partners III, in connection with the proposed offering of the Offered UnitsL.P., it has requested UBS Financial Services Inc. (“UBSXxxxxx Xxxxx & Partners Dutch III-FinSvc”) A, L.P., Xxxxxx Xxxxx & Partners Dutch III-B, L.P. and Xxxxxx Xxxxx & Partners III-C, L.P. are referred to administer a directed unit program (herein as the “Directed Unit ProgramWS Selling Stockholders”) under which up . Stichting Pensioenfonds ABP and Stichting Pensioenfonds Zorg en Welzijn are referred to 2,400,000 Firm Units, or 10.0% of the Firm Units to be purchased by the Underwriters (herein as the “Reserved UnitsAlpInvest Selling Stockholders”). Norwest Equity Partners VI, shall be reserved for sale by UBS-FinSvc at L.P. and Norwest Equity Partners VII, L.P. are referred to herein as the initial public offering price to the Partnership’s directors, officers, employees and other parties associated with the Partnership (collectively“Norwest Selling Stockholders”. As used herein, the term “Directed Unit Participants”) as part of Other Selling Stockholders” refers to all Selling Stockholders other than the distribution of the Offered Units by the Underwriters, subject to the terms of this AgreementWS Selling Stockholders, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus AlpInvest Selling Stockholders and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Norwest Selling Stockholders.

Introductory. CVR RefiningSkinMedica, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with proposes to sell, pursuant to the terms of this Agreement, to the several Underwriters underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”) pursuant to the terms ), an aggregate of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership shares of Common Stock, $0.001 par value (the “Common UnitsStock”) and of the Company. The aggregate of shares so proposed to be sold is hereinafter referred to as the “Firm Stock”. The Company also proposes to issue and sell to the Underwriters, at upon the option terms and conditions set forth in Section 3 hereof, up to an additional shares of the Underwriters, an aggregate of not more than 3,600,000 Common Units Stock (the “Optional UnitsStock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. XX Xxxxx & Co., LLC (“XX Xxxxx”) and Xxxxx Xxxxxxx & Co., Xxxxxx Xxxxxx Partners LLC and X.X. Xxxxxxxxx, Towbin, LLC are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, XX Xxxxx (the “Designated Underwriter”) has agreed to reserve out of the Firm Stock purchased by it under this Agreement, up to shares, for sale to the Company’s customers and business partners and friends of the Company’s officers, directors and employees (collectively, “Participants”), as set forth below. The Firm Units and in the Optional Units, if purchased, are herein collectively called Prospectus (as defined herein) under the heading “Offered Units.Underwriting” The Partnership hereby acknowledges that, in connection with the proposed offering of the Offered Units, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit Share Program”). The Firm Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) under which up will be sold by the Designated Underwriter pursuant to 2,400,000 Firm Units, or 10.0% this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the Firm Units business day on which this Agreement is executed will be offered to be purchased the public by the Underwriters (the “Reserved Units”), shall be reserved for sale by UBS-FinSvc at the initial public offering price to the Partnership’s directors, officers, employees and other parties associated with the Partnership (collectively, the “Directed Unit Participants”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants set forth in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Prospectus.

Introductory. CVR RefiningIPC The Hospitalist Company, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), ) agrees with the several Underwriters named in Schedule A B hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 1,135,231 shares of its common units stock, par value $0.001 per share (“Firm Units”) representing limited partner interests in the Partnership (the “Common UnitsSecurities”) and each of the stockholders listed in Schedule A hereto (“Selling Stockholders”) agrees, severally and not jointly, with the Underwriters to sell to the several Underwriters the number of shares set forth opposite the name of such Selling Stockholder in Schedule A hereto under the caption “Number of Firm Securities to be Sold” (the shares of Securities to be sold by the Company and all of the Selling Stockholders as aforesaid being hereinafter referred to as the “Firm Securities”). The Selling Stockholders also proposes agree, severally and not jointly, to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate up to the respective number of not more than 3,600,000 Common Units shares of Securities set forth opposite their respective names in Schedule A hereto under the caption “Number of Optional Securities to be Sold” (the collectively, “Optional UnitsSecurities”) ), as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered UnitsSecurities”.” The Partnership hereby acknowledges that, in connection with the proposed offering of the Offered Units, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit Program”) under which up to 2,400,000 Firm Units, or 10.0% of the Firm Units to be purchased by the Underwriters (the “Reserved Units”), shall be reserved for sale by UBS-FinSvc at the initial public offering price to the Partnership’s directors, officers, employees and other parties associated with the Partnership (collectively, the “Directed Unit Participants”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:

Introductory. CVR RefiningCredit Suisse AG, LPCayman Islands Branch (the “Selling Stockholder”) agrees subject to the terms and conditions stated herein, to sell an aggregate of outstanding shares (the “Firm Securities”) of the Common Stock, par value $0.01 per share (the “Securities” or “Company Common Stock”), of SunCoke Energy, Inc. (the “Company”), a Delaware limited partnership corporation and a wholly-owned subsidiary of Sunoco, Inc., a Pennsylvania corporation (the “PartnershipSunoco”), agrees with to the several Underwriters underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement for which Credit Suisse Securities (this “Agreement”USA) to issue LLC, Xxxxxxx, Sachs & Co. and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated are acting as representatives (the “Common UnitsRepresentatives”) in connection with the offering (the “Offering”) and also proposes to issue and sell to sale of such Firm Securities, as set forth below. In addition, the UnderwritersSelling Stockholder agrees, at the option of the Underwriters, to sell to the Underwriters an aggregate of not more than 3,600,000 Common Units additional Securities (the “Optional UnitsSecurities”) ), as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively hereinafter called the “Offered UnitsSecurities.” The Partnership hereby acknowledges that, in connection with the proposed offering As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse Securities (“UBS-FinSvc”USA) to administer a directed unit program LLC (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure PackagePackage (as defined herein) and the Final Prospectus. Prior to the Offering, the Statutory Prospectus Company and Sunoco will enter into certain agreements that will effect the separation of the Company’s business from Sunoco, provide a framework for the Company’s relationship with Sunoco after the separation and provide for the allocation between the Company and Sunoco of Sunoco’s assets, employees, liabilities and obligations (including its investments, property and employee benefits assets and liabilities) attributable to periods prior to, at and after the Company’s separation from Sunoco. The Separation and Distribution Agreement, the Registration Rights Agreement, the Transition Services Agreement, the Tax Sharing Agreement and the Contribution Guaranty, Keep Well and Indemnification Agreement (and the Steam Agreement described in the General Disclosure Package under the caption “Arrangements between Sunoco and Our Company” that have been filed as such terms exhibits to the Registration Statement, in each case between Sunoco and the Company, are hereinafter defined). It is further understood and agreed referred to as the “Separation Agreements.” As used in this Agreement, unless the context otherwise requires, references to the transactions contemplated by the parties hereto that Separation Agreements whereby Sunoco will contribute the SunCoke business to the Company, which will occur prior to the completion of this Offering, are referred to as the “Separation Transactions.” On the date hereof hereof, Sunoco has entered into an exchange agreement with the following transactions Selling Stockholder and, solely with respect to certain sections thereof, the Company (the “Prior TransactionsExchange Agreement”), whereby Sunoco will transfer to the Selling Stockholder the Offered Securities in exchange for indebtedness of Sunoco (the “Debt Obligations”) occurred:held by the Selling Stockholder. The Separation Agreements and the Exchange Agreement are referred to in this Agreement collectively as the “Transaction Documents.”

Introductory. CVR Refining, LPTiziana Life Sciences plc, a Delaware public limited partnership company incorporated under the laws of England and Wales with registered number 03508592 (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) proposes to issue and sell, pursuant to the terms of this agreement Underwriting Agreement (this the “Agreement”) to issue and sell ), to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests underwriters named in the Partnership Schedule 1 attached hereto (the “Common UnitsUnderwriters,” or, each, an “Underwriter”), an aggregate [●] American Depositary Shares (“ADSs”), each representing ten (10) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) and (the “Firm ADSs”). The Company also proposes to issue and sell to the Underwriters, at upon the terms and conditions set forth in Section 3 hereof, up to an additional [●] ADSs (the “Option ADSs”). The Company also proposes to issue and sell to the Representative (as defined below) and/or its its designees (A) warrants to purchase ADSs (the “Representative’s Warrant”), and (B) ADSs issuable upon exercise of the Representative’s Warrant. The Firm ADSs and, if and to the extent such option is exercised, the Option ADSs are referred to herein as the “Offered Securities.” Unless context otherwise requires, each reference to the Firm ADSs, the Option ADSs and the Offered Securities herein also includes the Ordinary Shares represented by the ADSs. ThinkEquity, a division of Fordham Financial Management, Inc. is acting as representative of the several Underwriters and in such capacity is hereinafter referred to as the “Representative.” The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement, dated on or about the Closing Date (as defined in Section 3 hereof) (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Option ADSs, deposit, on behalf of the Underwriters, an aggregate of not more than 3,600,000 Common Units the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Optional UnitsCustodian”) as set forth below. The Firm Units and for the Optional UnitsDepositary, if purchased, are herein collectively called which shall deliver such ADSs to the “Offered Units.” The Partnership hereby acknowledges that, in connection with Representative for the proposed offering account of the Offered Units, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit Program”) under which up to 2,400,000 Firm Units, or 10.0% of the Firm Units to be purchased by the several Underwriters (the “Reserved Units”), shall be reserved for sale by UBS-FinSvc at the initial public offering price subsequent delivery to the Partnership’s directorsother several Underwriters or the investors, officers, employees and other parties associated with the Partnership (collectively, the “Directed Unit Participants”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program case may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:be.

Introductory. CVR RefiningXxxxxxx Dynamics, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), ) agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 [ ] shares of its common units stock, par value $0.01 per share (“Firm UnitsSecurities”), and the stockholders listed in Schedule B hereto (“Selling Stockholders”) representing limited partner interests in agree severally with the Partnership Underwriters to sell to the Underwriters an aggregate of [ ] outstanding shares of the Securities (such [ ] shares of Securities being hereinafter referred to as the “Common UnitsFirm Securities”) and ). Certain of the Selling Stockholders also proposes agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [ ] additional outstanding shares of the Securities (such additional shares collectively, the “Optional UnitsSecurities”) ), as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse Securities (“UBS-FinSvc”USA) to administer a directed unit program LLC (the “Directed Unit ProgramDesignated Underwriter” or “Credit Suisse”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to [ ] shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Final Prospectus.

Introductory. CVR RefiningKindred Healthcare, LPInc., a Delaware limited partnership corporation (the “Partnership”"COMPANY"), agrees with proposes to issue and sell 1,750,000 shares of its common stock, par value $0.25 per share ("SECURITIES"), and the several Underwriters named stockholders listed in Schedule A hereto (the “Underwriters”"SELLING STOCKHOLDERS") pursuant propose severally and not jointly to sell an aggregate of 1,496,900 outstanding shares of the terms Securities (such 3,246,900 shares of this agreement (this “Agreement”) Securities being hereinafter referred to issue and sell to as the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) and "FIRM SECURITIES"). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 487,035 additional shares of its Securities (such 487,035 additional shares being hereinafter referred to as the “Optional Units”) as set forth below"OPTIONAL SECURITIES"). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units"OFFERED SECURITIES.” The Partnership hereby acknowledges that, in connection with the proposed offering " As part of the Offered Unitsoffering contemplated by this Agreement, it Credit Suisse First Boston Corporation ("CSFBC" or the "DESIGNATED UNDERWRITER") has requested UBS Financial Services Inc. (“UBS-FinSvc”) agreed to administer a directed unit program (the “Directed Unit Program”) under which up to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to 25,000 shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "PARTICIPANTS"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Unit Participants”Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto ("UNDERWRITERS") as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR Refining, LPCloud Peak Energy Inc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units 30,600,000 shares (“Firm UnitsSecurities”) representing limited partner interests in the Partnership of its common stock, $0.01 par value per share (the “Common UnitsSecurities”) ), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 4,590,000 additional shares (the “Optional UnitsSecurities”) of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Xxxxxx Xxxxxxx & Co. Incorporated (the “UBS-FinSvcDesignated Underwriter”) has agreed to administer a directed unit program reserve out of the Firm Securities purchased by it under this Agreement, up to 1,530,000 shares, for sale to the Company’s directors and employees (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) under which up will be sold by the Designated Underwriter pursuant to 2,400,000 Firm Units, or 10.0% this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the Firm Units business day on which this Agreement is executed will be offered to be purchased the public by the Underwriters (as set forth in the “Reserved Units”)Final Prospectus. For the avoidance of doubt, it shall be reserved for sale by UBS-FinSvc at the initial public offering price to the Partnership’s directors, officers, employees and other parties associated with the Partnership (collectively, the “Directed Unit Participants”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior any and all references in this Agreement to “subsidiaries” of the date hereof the following transactions Company shall be deemed to include Cloud Peak Energy Resources LLC, a Delaware limited liability company (the “Prior TransactionsCPE LLC”) occurred:).

Introductory. CVR Refining, LPK12 Inc., a Delaware limited partnership corporation (the “PartnershipCompany”), ) agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 [•] shares of its common units stock, par value $0.0001 per share (“Firm Units”) representing limited partner interests in the Partnership (the “Common UnitsSecurities”) and the stockholders listed in Schedule B hereto (“Selling Stockholders”) agree severally with the Underwriters to sell to the several Underwriters an aggregate of [•] outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Selling Stockholders also proposes agree severally to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [•] additional outstanding shares of the Company’s Securities (the “Optional UnitsSecurities”) ), as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Mxxxxx Sxxxxxx & Co. Incorporated (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to [•] shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus Final Prospectus. The Company and the Contribution Agreement (Selling Stockholders hereby agree with the several underwriters as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningXxxxxxx Minerals, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with Credit Suisse Securities (USA) LLC and Xxxxxxx Xxxxx & Co. LLC, as representatives (the “Representatives”) of the several Underwriters underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) ), to issue and sell to the several Underwriters 24,000,000 [ ● ] shares of its Class A common units stock, par value $0.01 per share (“Firm UnitsSecurities”) representing limited partner interests in the Partnership (such [ ● ] shares of Securities being hereinafter referred to as the “Common UnitsFirm Securities”) and ). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [ ● ] additional shares of its Securities (the “Optional UnitsSecurities”) as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered UnitsSecurities.” The Partnership hereby acknowledges that, in connection with the proposed offering As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Securities LLC (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”), shall be reserved it under this Agreement up to [ ● ] shares for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”). The Firm Securities to be sold by UBS Financial Services Inc., a selected dealer affiliated with the Designated Underwriter, pursuant to the Directed Share Program (the “Directed Shares”) as part will be sold by UBS Financial Services Inc. pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the distribution business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. The Company is a Delaware corporation that was formed in contemplation of the proposed issuance and sale of the Offered Units by Securities (the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRAOffering”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so). It is understood and agreed to by all parties hereto that immediately prior to the Partnership was recently formed to acquire a 100% interest in each initial closing of the entities indirectly owned by CVR EnergyOffering, Inc., a Delaware corporation the Company will enter into certain corporate reorganization transactions (the “SponsorReorganization Transactions”), that own petroleum refining pursuant to which the following transactions, among others, will occur (as further described under the headings “Corporate Reorganization” and related logistics assets, as described more particularly “Use of Proceeds” in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement Package (as such terms are hereinafter defineddefined below). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:):

Introductory. CVR RefiningTRX, LPInc., a Delaware limited partnership Georgia corporation (“Company”) proposes to issue and sell [______] shares of its common stock, par value $.01 per share (“Securities”) and the “Partnership”), agrees with the several Underwriters named stockholders listed in Schedule A hereto (“Selling Stockholders”) propose severally to sell an aggregate of [______] outstanding shares of the Securities (such [______] shares of Securities being hereinafter referred to as the “UnderwritersFirm Securities”) pursuant ). Certain of the Selling Stockholders also propose to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [______] additional shares of the Securities, as set forth below (such [______] additional shares being hereinafter referred to as the “Optional UnitsSecurities”) as set forth below). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Credit Suisse First Boston LLC (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to [______] shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Stockholders severally hereby agree with the several Underwriters named in Schedule B hereto (“Underwriters”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningCommercial Vehicle Group, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”) proposes to issue and sell 3,125,000 shares of its Common Stock, par value $0.01 per share (“Securities”), agrees with and the several Underwriters named stockholders listed in Schedule A hereto (“Selling Stockholders”) propose severally to sell an aggregate of 6,125,000 outstanding shares of the Securities (such 9,250,000 shares of Securities being hereinafter referred to as the “UnderwritersFirm Securities”) pursuant ), to the terms of this agreement Underwriters (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership as defined below), for whom Credit Suisse First Boston LLC is acting as representative (the “Common UnitsRepresentative”) and ). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units (the “Optional Units”) 1,387,500 additional shares of its Securities as set forth belowbelow (such 1,387,500 additional shares being hereinafter referred to as the "Optional Securities”). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Credit Suisse First Boston LLC (the “Directed Unit Program”Designated Underwriter") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to 462,500 shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants"), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto (“Underwriters”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningGreenlane Holdings, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with and the selling stockholders named in Schedule B hereto (the “Selling Stockholders”) propose to sell, pursuant to the terms of this Agreement, to the several Underwriters underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of [______] shares of Class A Common Stock, $0.01 par value (the “Class A Common Stock”) pursuant of the Company. The aggregate of [______] shares so proposed to be sold is hereinafter referred to as the “Firm Stock”. The Selling Stockholders listed in Schedule B hereto also propose to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, an aggregate of up to [______] additional shares of Class A Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. Xxxxx and Company, LLC (“Cowen”) and Canaccord Genuity LLC are acting as representatives of the several Underwriters and in such capacity are hereinafter collectively referred to as the “Representatives.” On the date hereof, the Company is a holding company that currently holds no material assets and does not engage in any operations. The business of the Company is conducted through Greenlane Holdings, LLC, a Delaware limited liability company (“Greenlane Holdings, LLC”), and its subsidiaries. In connection with the offering contemplated by this underwriting agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units (the “Optional Units”) as set forth below. The Firm Units and the Optional Units, if purchased, are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering of the Offered Units, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit Program”) under which up to 2,400,000 Firm Units, or 10.0% of the Firm Units to be purchased by the Underwriters (the “Reserved Units”), shall be reserved for sale by UBS-FinSvc at the initial public offering price to the Partnership’s directors, officers, employees and other parties associated with the Partnership (collectively, the “Directed Unit ParticipantsTransactions” (as such term is defined in the Registration Statement (as defined below) under the heading “The Transactions”) have been or will be effected, pursuant to which the Company will be appointed as part the sole managing member of Greenlane Holdings, LLC. As the sole managing member of Greenlane Holdings, LLC, the Company will operate and control all of the distribution business and affairs of the Offered Units by the UnderwritersGreenlane Holdings, subject to the terms of this AgreementLLC and, the applicable rulesthrough Greenlane Holdings, regulations LLC and interpretations of the Financial Industry Regulatory Authorityits subsidiaries, Inc. (“FINRA”) and all other applicable laws, rules and regulationsconduct its business. The number of Offered Units available for sale Company and Greenlane Holdings, LLC are collectively referred to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis herein as the other Offered Units being issued “Greenlane Parties,” and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR EnergyCompany and Greenlane Holdings, Inc., LLC is sometimes individually referred to herein as a Delaware corporation (the “SponsorGreenlane Party.”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:

Introductory. CVR Refining(i) hhgregg, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A B hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 3,125,000 shares of its common units stock, par value $0.001 per share (“Firm Units”) representing limited partner interests in the Partnership (the “Common UnitsSecurities”) and also proposes (ii) the stockholders listed in Schedule A hereto (“Selling Stockholders”) agree severally with the Underwriters to issue and sell to the several Underwriters an aggregate of 6,250,000 outstanding shares of the Securities (the shares of Securities under (i) and (ii) being collectively hereinafter referred to as the “Firm Securities”). The Selling Stockholders also severally agree to sell to the several Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 1,406,250 additional outstanding shares (the “Optional UnitsSecurities”) of the Company’s Securities, as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse Securities (“UBS-FinSvc”USA) to administer a directed unit program LLC (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to 468,750 shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) as part will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the distribution of business day on which this Agreement is executed will be offered to the Offered Units public by the Underwriters, subject to Underwriters as set forth in the terms Final Prospectus. For purposes of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:

Introductory. CVR RefiningSutro Biopharma, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with proposes to sell, pursuant to the terms of this Agreement, to the several Underwriters underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”) pursuant to the terms ), an aggregate of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 [•] shares of common units (“Firm Units”) representing limited partner interests in the Partnership stock, $0.001 par value (the “Common UnitsStock”) and of the Company. The aggregate of [•] shares so proposed to be sold is hereinafter referred to as the “Firm Stock”. The Company also proposes to issue and sell to the Underwriters, at upon the option terms and conditions set forth in Section 3 hereof, up to an additional [•] shares of the Underwriters, an aggregate of not more than 3,600,000 Common Units Stock (the “Optional UnitsStock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. Xxxxx and Company, LLC and Xxxxx Xxxxxxx & Co. are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, Xxxxx and Company, LLC (the “Designated Underwriter”) has agreed to reserve out of the Firm Stock purchased by it under this Agreement up to [•] shares for sale to the Company’s officers, directors, employees, customers [and business partners] and friends and family members of the Company’s officers, directors and employees (collectively, “Participants”), as set forth in the Prospectus (as defined below. The Firm Units and ) under the Optional Units, if purchased, are herein collectively called the heading “Offered Units.Underwriting” The Partnership hereby acknowledges that, in connection with the proposed offering of the Offered Units, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit Share Program”). The Firm Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) under which up will be sold by the Designated Underwriter pursuant to 2,400,000 Firm Units, or 10.0% this Agreement at the Offering Price set forth in Schedule C hereto. Any Directed Shares not subscribed for by the end of the Firm Units business day on which this Agreement is executed will be offered to be purchased the public by the Underwriters (the “Reserved Units”), shall be reserved for sale by UBS-FinSvc at the initial public offering price to the Partnership’s directors, officers, employees and other parties associated with the Partnership (collectively, the “Directed Unit Participants”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants set forth in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Prospectus.

Introductory. CVR RefiningTown Sports International Holdings, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) proposes to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership [ ] shares (the “Common UnitsFirm Primary Shares”) of its common stock, par value $0.001 per share (“Securities”), and the stockholders listed in Schedule A hereto (“Selling Stockholders”) propose severally to sell to the Underwriters an aggregate of [ ] outstanding shares of the Securities (the “Firm Secondary Shares” and, together with the Firm Primary Shares, the “Firm Securities”). Certain of the Selling Stockholders also proposes propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [ ] additional outstanding shares of the Securities, as set forth below (such [ ] additional shares being hereinafter referred to as the “Optional UnitsSecurities”) as set forth below). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered UnitsSecurities.” The Partnership hereby acknowledges that, in connection with the proposed offering Selling Stockholders that are also management of the Offered UnitsCompany are referred to herein as “Management Selling Stockholders.” As part of the offering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program [ ] (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to [ ] shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto (“Underwriters”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR Refining, LPSilver Bay Realty Trust Corp., a Delaware limited partnership Maryland corporation (the “PartnershipCompany”), agrees with Credit Suisse Securities (USA) LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and X.X. Xxxxxx Securities LLC, as representatives (the “Representatives”) of the several Underwriters named in Schedule A hereto (collectively, the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership [·] shares (the “Common UnitsFirm Securities”) of its common stock, par value $0.01 per share (the “Securities”), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [·] additional shares of its Securities (the “Optional UnitsSecurities”) as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered UnitsSecurities.” The Pursuant to the Agreement of Limited Partnership hereby acknowledges that, in connection with the proposed offering of the Offered Units, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit ProgramOP Agreement”) under which up to 2,400,000 Firm Unitsof Silver Bay Operating Partnership L.P., or 10.0% a Delaware limited partnership (the “Operating Partnership”), upon receipt of the net proceeds of (a) the sale of the Firm Units Securities on the First Closing Date (as defined below) and (b) any and all Optional Securities on each Optional Closing Date (as defined below), the Company will contribute such net proceeds to be purchased by the Operating Partnership in exchange for a number of common units of partnership interest in the Operating Partnership (the “OP Common Units”) that is equivalent to the number of Firm Securities and Optional Securities sold to the Underwriters (the “Reserved Company OP Units”). In addition, the Operating Partnership will issue to the Company a number of preferred units of partnership interest in the Operating Partnership (the “OP Preferred Units” and, together with the OP Common Units, the “OP Units”) to the Company that is equivalent to the number of shares of Preferred Stock (as defined below) to be sold to a third party. Simultaneously with the First Closing Date, the Company will acquire, directly or indirectly through Operating Partnership, in a series of transactions (the “Formation Transactions”) the equity interests and other assets described in the Registration Statement, the General Disclosure Package and the Prospectus (each, as defined below), the consideration for which will be a combination of Securities (the “Acquisition Securities”), shares of 10% Cumulative Redeemable Preferred Stock of the Company, liquidation preference $1,000 per share, par value $0.01 per share (the “Preferred Stock”), OP Common Units and cash, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus. All references to subsidiaries of the Company or the Operating Partnership shall be reserved understood to refer to the subsidiaries of the Company or the Operating Partnership, respectively, after giving effect to the Formation Transactions. As part of the offering contemplated by this Agreement, Credit Suisse Securities (USA) LLC (the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [·] shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Prospectus (as defined below) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Prospectus.

Introductory. CVR Refining, LPSunPower Corporation, a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with proposes to issue and sell to the several Underwriters Initial Purchasers named in Schedule A hereto (the “UnderwritersInitial Purchasers”), for whom you are acting as representative (the “Representative”), $300,000,000 aggregate principal amount of 0.75% Senior Convertible Debentures due 2018 (the “Offered Securities”). The Offered Securities will be issued pursuant to the Indenture to be dated as of May 29, 2013 (the “Indenture”), between the Company and Xxxxx Fargo Bank, National Association, as Trustee (the “Trustee”). The Offered Securities will be convertible into shares of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”) in accordance with the terms of the Offered Securities and the Indenture. As used herein, “Underlying Securities” means the shares of Common Stock into which the Offered Securities are convertible. The Offered Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions therefrom. The Initial Purchasers have entered into a commitment letter, dated as of May 20, 2013, with Total Gas & Power USA SAS (the “Commitment Letter”) pursuant to which such affiliate has committed to purchase from the terms Initial Purchasers the aggregate principal amount of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership Offered Securities set out therein (the “Common UnitsAffiliate Securities”) and also proposes to issue and sell to the Underwriters, at the option of price and upon the Underwriters, an aggregate of not more than 3,600,000 Common Units (the “Optional Units”) as terms set forth below. The Firm Units and the Optional Units, if purchased, are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering of the Offered Units, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit Program”) under which up to 2,400,000 Firm Units, or 10.0% of the Firm Units to be purchased by the Underwriters (the “Reserved Units”), shall be reserved for sale by UBS-FinSvc at the initial public offering price to the Partnership’s directors, officers, employees and other parties associated with the Partnership (collectively, the “Directed Unit Participants”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus Package (as defined below) and the Contribution Agreement Final Memorandum (as such terms are hereinafter defineddefined below). It is further understood and agreed The Initial Purchasers propose to by make an offering of the parties hereto that prior to the date hereof the following transactions remaining Offered Securities (the “Prior TransactionsNon-Affiliate Securities”) occurred:to prospective purchasers at the price and upon the terms set forth in the General Disclosure Package and the Final Memorandum.

Introductory. CVR Refining, LPScreaming Media Inc., a Delaware limited partnership corporation (the “Partnership”"COMPANY"), agrees with proposes to issue and sell to the several Underwriters named in Schedule A hereto (the “Underwriters”"UNDERWRITERS") pursuant to the terms 5,000,000 shares ("FIRM SECURITIES") of this agreement its common stock, par value $.01 per share (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”"SECURITIES") and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 750,000 additional shares (the “Optional Units”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering "OFFERED SECURITIES". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Credit Suisse First Boston Corporation (the “Directed Unit Program”"DESIGNATED UNDERWRITER" or "CSFBC") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to [ ] shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "PARTICIPANTS"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Unit Participants”Share Program (the "DIRECTED SHARES") as part will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the distribution of business day on which this Agreement is executed will be offered to the Offered Units public by the Underwriters, subject to Underwriters as set forth in the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulationsProspectus. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc Company hereby agrees with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredseveral Underwriters:

Introductory. CVR Refining, LP00.xxx Inc., a Delaware company incorporated in the Cayman Islands with limited partnership liability (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units 11,000,000 American depository shares (“Firm UnitsADSs”) ), each ADS representing limited partner interests in two class A ordinary shares of the Partnership Company at par value US$0.00001 per share (“Ordinary Shares”)(such 11,000,000 ADSs being hereinafter referred to as the “Common UnitsFirm Securities”) and ). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 1,650,000 additional ADSs (the “Optional UnitsSecurities”) as set forth below). The Firm Units Securities and the Optional UnitsSecurities, if purchasedin each case including the underlying Ordinary Shares, are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse Securities (“UBS-FinSvc”USA) to administer a directed unit program LLC (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”), shall be reserved it under this Agreement up to 770,000 ADSs for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the Public Offering Price (as defined below). Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. The ADSs purchased by the Underwriters pursuant to this Agreement by the Underwriters will be issued pursuant to a deposit agreement (the “Deposit Agreement”) to be entered into among the Company, Citibank N.A., as depositary (the “Depositary”), that own petroleum refining and related logistics assetsholders from time to time of the ADSs. Xxxxxx Xxxxxxx & Co. International plc, Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. shall act as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions representatives (the “Prior TransactionsRepresentatives”) occurred:of the Underwriters.

Introductory. CVR Refining, LPInvesco Mortgage Capital Inc., a Delaware limited partnership Maryland corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units 20,000,000 shares (“Firm UnitsSecurities”) representing limited partner interests in the Partnership of its common stock, par value $0.01 per share (the “Common UnitsStock”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 3,000,000 additional shares of Common Units Stock (the “Optional UnitsSecurities”) of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered UnitsSecurities.” The Pursuant to the Agreement of Limited Partnership hereby acknowledges that(“OP Agreement”) of IAS Operating Partnership, in connection with the proposed offering LP, a Delaware limited partnership (“Operating Partnership”), upon receipt of the Offered Units, it has requested UBS Financial Services Inc. net proceeds of (“UBS-FinSvc”a) to administer a directed unit program (the “Directed Unit Program”) under which up to 2,400,000 Firm Units, or 10.0% sale of the Firm Units Securities on the First Closing Date (as defined below) and (b) any and all Optional Securities on each Optional Closing Date (as defined below), the Company will contribute such net proceeds to be purchased by the Operating Partnership in exchange for a number of units of partnership interest in the Operating Partnership (“OP Units”) that is equivalent to the number of Firm Securities and Optional Securities sold to the Underwriters (the “Reserved Company OP Units”), shall be reserved for sale by UBS-FinSvc at the initial public offering price to the Partnership’s directors, officers, employees and other parties associated . Concurrently with the Partnership (collectively, the “Directed Unit Participants”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms execution of this Agreement, (a) the applicable rules, regulations Company and interpretations of the Financial Industry Regulatory Authority, Inc. Invesco Institutional (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR EnergyN.A.), Inc., a Delaware corporation (the “SponsorManager”) will enter into a Securities Purchase Agreement (the “Share Purchase Agreement”) pursuant to which the Company will agree to sell the Manager, and the Manager will agree to purchase from the Company, at a purchase price of $20.00 per share, 100,000 shares of Common Stock (the “Manager Shares”), that own petroleum refining and related logistics assets(b) the Operating Partnership and Invesco Investments (Bermuda) Ltd., as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions a Bermuda company (the “Prior TransactionsInvesco OP Unit Purchaser”) occurred:will enter into a Securities Purchase Agreement (the “OP Unit Purchase Agreement”) pursuant to which the Operating Partnership agree to sell to the Invesco OP Unit Purchaser, and the Invesco OP Unit Purchaser will agree to purchase from the Operating Partnership, at a purchase price of $20.00 per OP Unit, 1,900,000 OP Units (the “Invesco Purchaser OP Units”). Concurrently with the closing of the purchase and sale of the Firm Securities, the Company, the Operating Partnership and IAS Asset I LLC (the “TRS”) will enter into the Management Agreement (“Management Agreement”) with the Manager, pursuant to which the Manager will act as the manager and adviser of the Company, the Operating Partnership, the TRS and their respective subsidiaries. Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) has agreed to reserve a portion of the Shares to be purchased by it under this Agreement for sale to the Company’s directors, officers, employees and business associates and other parties related to the Company (collectively, “Participants”), as set forth in the Prospectus under the heading “Underwriters” (the “Directed Share Program”). The Shares to be sold by Xxxxxx Xxxxxxx and its affiliates pursuant to the Directed Share Program are referred to hereinafter as the “Directed Shares”. Any Directed Shares not orally confirmed for purchase by any Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. CVR RefiningMEDecision, LPInc., a Delaware limited partnership Pennsylvania corporation (the “PartnershipCompany”), agrees with and the selling shareholders named in Schedule B hereto (the “Selling Shareholders”) propose to sell, pursuant to the terms of this Agreement, to the several Underwriters underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”) pursuant to the terms ), an aggregate of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 ______ shares of its common units (“Firm Units”) representing limited partner interests in the Partnership stock, no par value (the “Common UnitsStock”) and of the Company. The aggregate of ______ shares so proposed to be sold is hereinafter referred to as the “Firm Stock.” The Selling Shareholders listed in Schedule B hereto also proposes propose to issue and sell to the Underwriters, at upon the option terms and conditions set forth in Section 3 hereof, up to an additional _____ shares of the Underwriters, an aggregate of not more than 3,600,000 Common Units Stock (the “Optional UnitsStock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock.” Cxxxx and Company, LLC (“Cowen”) and Wachovia Securities, CIBC World Markets Corp. and Pacific Growth Equities, LLC are acting as Representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, Cowen (the “Designated Underwriter”) has agreed to reserve out of the Firm Stock purchased by it under this Agreement up to ______ shares for sale to the Company’s and its subsidiaries’ officers, directors, employees, customers and business partners and friends of the Company’s and its subsidiaries’ officers, directors and employees (collectively, “Participants”), as set forth below. The Firm Units and in the Optional Units, if purchased, are herein collectively called Prospectus (as defined herein) under the heading “Offered Units.Underwriting” The Partnership hereby acknowledges that, in connection with the proposed offering of the Offered Units, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit Share Program”). The Firm Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) under which up will be sold by the Designated Underwriter pursuant to 2,400,000 Firm Units, or 10.0% this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the Firm Units business day on which this Agreement is executed will be offered to be purchased the public by the Underwriters (the “Reserved Units”), shall be reserved for sale by UBS-FinSvc at the initial public offering price to the Partnership’s directors, officers, employees and other parties associated with the Partnership (collectively, the “Directed Unit Participants”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants set forth in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Prospectus.

Introductory. CVR RefiningMistras Group, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 shares of its common units stock, par value $0.01 per share (“Firm UnitsSecurities”), and the stockholders listed in Schedule B hereto (“Selling Stockholders”) representing limited partner interests in agree severally with the Partnership Underwriters to sell to the several Underwriters an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Common UnitsFirm Securities”) and ). The Selling Stockholders also proposes agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units additional outstanding shares (such shares of Securities being hereinafter referred to as the “Optional UnitsSecurities”) of the Company’s Securities, as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Final Prospectus.

Introductory. CVR RefiningUniversal Technical Institute, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with ) proposes to issue and sell 3,250,000 shares of its Common Stock (“Securities”) and the several Underwriters named stockholders listed in Schedule A hereto (“Selling Stockholders”) propose severally to sell an aggregate of 4,250,000 outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “UnderwritersFirm Securities”) pursuant ), with each Selling Stockholder selling the number of Firm Securities set forth opposite its name on Schedule A. The Selling Stockholders also propose to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) and also proposes to issue and sell to the Underwriters, at the option of the UnderwritersRepresentative, an aggregate of not more than 3,600,000 Common Units 1,125,000 additional outstanding shares of the Company’s Securities, as set forth below (such 1,125,000 additional shares being hereinafter referred to as the “Optional UnitsSecurities”) as ), with each Selling Stockholder selling the number of Optional Securities set forth below. opposite its name on Schedule A. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Credit Suisse First Boston LLC (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to 375,000 shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and each Selling Stockholder hereby agree, severally and not jointly, with the several Underwriters named in Schedule B hereto (“Underwriters”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningThe stockholders whose names are set forth on Schedule A attached hereto (collectively, LP, a Delaware limited partnership (the “PartnershipSelling Stockholders”), agrees with ) propose severally and not jointly to sell to the several Underwriters named in underwriters whose names are set forth on Schedule A B attached hereto (collectively, the “Underwriters”) pursuant to the terms an aggregate of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units 10,954,570 outstanding shares (“Firm UnitsSecurities”) representing limited partner interests in of the Partnership common stock, par value $0.01 per share (the “Common UnitsSecurities”), of TransDigm Group Incorporated (formerly TD Holding Corporation), a Delaware corporation (the “Company”), with each Selling Stockholder selling the number of Firm Securities set forth opposite such Selling Stockholder’s name in Schedule A attached hereto. The entities and individuals whose names are set forth on Schedule C attached hereto (collectively, the “Over-Allotment Stockholders” and, together with the Selling Stockholders, the “Participating Stockholders”) propose severally and also proposes not jointly to issue and sell to the Underwriters, at the option of the Underwriters, not more than an aggregate of not more than 3,600,000 Common Units 1,643,186 additional shares of the Securities to cover over-allotments, if any, as provided in Section 3 hereof (the “Optional UnitsSecurities”) as ), with each Over-Allotment Stockholder selling the number of Optional Securities set forth belowopposite such Over-Allotment Stockholder’s name in Schedule C attached hereto. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Xxxxxx Brothers Inc. (the “UBS-FinSvcDesignated Underwriter”) has agreed to administer a directed unit program reserve out of the Firm Securities purchased by it under this letter agreement (this “Agreement”), up to 547,729 shares, for sale to certain of the Company’s employees (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) under which up will be sold by the Designated Underwriter pursuant to 2,400,000 Firm Units, or 10.0% this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the Firm Units business day on which this Agreement is executed will be offered to be purchased the public by the Underwriters as set forth in the Prospectus. The Company and the Participating Stockholders severally (the “Reserved Units”), shall be reserved for sale by UBS-FinSvc at the initial public offering price to the Partnership’s directors, officers, employees and other parties associated not jointly) hereby agree with the Partnership (collectively, the “Directed Unit Participants”) several Underwriters as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningHercules Offshore, LPLLC, a Delaware limited partnership liability company, which will convert into a Delaware corporation and change its name to Hercules Offshore, Inc. in the Conversion (as defined herein) prior to the First Closing Date (as defined herein), proposes to issue and sell shares of its common stock, par value $0.01 per share (“Securities”). References in this agreement to the “Partnership”)Company” which relate to a period of time prior to the Conversion refer to Hercules Offshore, agrees with LLC and references to the several Underwriters named “Company” which relate to a period of time after the Conversion refer to Hercules Offshore, Inc. The stockholders listed in Schedule A hereto (“Selling Stockholders”) propose severally to sell an aggregate of outstanding shares of the Securities (such shares of Securities to be sold by the Company and the Selling Stockholders being hereinafter referred to as the “UnderwritersFirm Securities”) pursuant ). The Selling Stockholders also propose to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) and also proposes to issue and sell to the Underwritersas defined herein), at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units additional outstanding shares of the Securities, as set forth below (such additional shares being hereinafter referred to as the “Optional UnitsSecurities”) as set forth below). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program CSFB (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. Prior to the First Closing Date, the Company will convert into a Delaware corporation and all of its membership interests will convert into a total of 23,922,850 shares of Securities as contemplated by the Prospectus (the “Conversion”). The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule A hereto (“Underwriters”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR Refining, LPRetek Inc., a Delaware limited partnership corporation (the “Partnership”"COMPANY"), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) proposes to issue and sell to the several Underwriters 24,000,000 common units 5,000,000 shares (“Firm Units”"FIRM SECURITIES") representing limited partner interests in the Partnership of its Common Stock, par value $.01 per share (the “Common Units”) "SECURITIES"), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 750,000 shares (the “Optional Units”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering "OFFERED SECURITIES". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program U.S. Bancorp Pipex Xxxxxxx Xxx. (the “Directed Unit Program”"DESIGNATED UNDERWRITER") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to 500,000 shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "PARTICIPANTS"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriters" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Unit Participants”Share Program (the "DIRECTED SHARES") as part will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by a participant by the end of the distribution of business day on which this Agreement is executed will be offered to the Offered Units public by the Underwriters, subject to Underwriters as set forth in the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulationsProspectus. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued Company and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, HNC Software Inc., a Delaware corporation (the “Sponsor”"PARENT"), that own petroleum refining and related logistics assets, hereby agree with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningWoodside Homes, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with the several Underwriters underwriters named in Schedule A B hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units [·] shares of its Class A Common Stock, par value $0.01 per share (“Firm UnitsSecurities”), and the stockholders listed in Schedule A hereto (“Selling Stockholders”) representing limited partner interests in agree with the Partnership Underwriters to sell to the several Underwriters an aggregate of [·] outstanding shares of the Securities (such [·] shares of Securities being hereinafter referred to as the “Common UnitsFirm Securities”) and ). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [·] additional shares of its Securities (such [·] shares of Securities being hereinafter referred to as the “Optional UnitsSecurities”) ), as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in Securities”. In connection with the proposed consummation of the offering contemplated by this Agreement, all of the classes of the outstanding limited liability company interests in Woodside Homes Company, LLC, a Delaware limited liability company (“Woodside LLC”), will be reclassified and converted into a single new class of limited liability company interests (the “LLC Units”) and, upon consummation of this offering, the Company intends to use the net proceeds from the sale of the Offered UnitsSecurities to purchase newly issued LLC Units and LLC Units from existing owners in Woodside LLC, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program as described in further detail in the General Disclosure Package. As part of the offering contemplated by this Agreement, [·] (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”), shall be reserved it under this Agreement up to [·] shares for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Final Prospectus.

Introductory. CVR RefiningKemPharm, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with proposes to sell, pursuant to the terms of this Underwriting Agreement (“Agreement”), to the several Underwriters underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”) pursuant to the terms ), an aggregate of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 [ ] shares of common units (“Firm Units”) representing limited partner interests in the Partnership stock, $0.0001 par value (the “Common UnitsStock”) and ), of the Company. The aggregate of [ ] shares so proposed to be sold is hereinafter referred to as the “Firm Stock”. The Company also proposes to issue and sell to the Underwriters, at upon the option terms and conditions set forth in Section 3 hereof, up to an additional [ ] shares of the Underwriters, an aggregate of not more than 3,600,000 Common Units Stock (the “Optional UnitsStock”) as set forth below). The Firm Units Stock and the Optional Units, if purchased, Stock are herein hereinafter collectively called referred to as the “Offered UnitsStock”. Xxxxx and Company, LLC and RBC Capital Markets, LLC are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” The Partnership hereby acknowledges that, in connection with the proposed offering As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program RBC Capital Markets, LLC (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Stock purchased by the Underwriters (the “Reserved Units”), shall be reserved it under this Agreement up to [ ] shares for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s officers, directors, officersemployees, employees investors and their affiliated entities, and other individuals associated with the Company and members of their respective families and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Prospectus (as defined below) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Stock to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Prospectus.

Introductory. CVR RefiningAt Road, LPInc., a Delaware limited partnership corporation (the “Partnership”"Company"), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) proposes to issue and sell to the several Underwriters 24,000,000 common units _______ shares (“"Firm Units”Securities") representing limited partner interests in the Partnership of its Common Stock, par value $0.0001 per share (the “Common Units”) "Securities"), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units ________ additional shares (the “"Optional Units”Securities") of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “"Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program __________ (the “Directed Unit Program”"Designated Underwriter") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to _______ shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "Participants"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Unit Participants”Share Program"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as part follows: ---------- 2. Representations and Warranties of the distribution of the Offered Units by the UnderwritersCompany. The Company represents and warrants to, subject to the terms of this Agreementand agrees with, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The several Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredthat:

Introductory. CVR Refining, LPRallybio Corporation, a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) proposes to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests underwriters named in the Partnership Schedule A (the “Common UnitsUnderwriters”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [•] shares of its common stock, par value $[•] per share (the “Optional UnitsShares”) as set forth below). The [•] Shares to be sold by the Company are called the “Firm Units Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] Shares as provided in Section 2. The additional [•] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Units, if purchased, Shares are herein collectively called the “Offered UnitsShares.” The Partnership hereby acknowledges thatXxxxxxxxx LLC (“Jefferies”), Xxxxx and Company, LLC (“Cowen”) and Evercore Group L.L.C. (“Evercore”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the proposed offering and sale of the 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 term “Underwriters” shall mean either the singular or the plural, as the context requires. Prior to the execution of this Agreement, Rallybio Holdings, LLC, a Delaware limited liability company (“Rallybio LLC”), completed a series of transactions described in the Prospectus (as defined below) under the captions “Prospectus Summary—Reorganization” and “The Reorganization,” pursuant to which its wholly owned subsidiary, Rallybio IPD, LLC filed a certificate of conversion with the Secretary of State of the State of Delaware (the “Certificate of Conversion”) and thereby was converted into the Company (the “Conversion”). Prior to the closing of the offering of the Offered UnitsShares, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program the holders of limited liability interests of Rallybio LLC will receive, by way of distribution, shares of Common Stock in the Company and Rallybio LLC will be dissolved in accordance with its plan of liquidation and dissolution dated as of July , 2021 (the “Directed Unit ProgramPlan of Dissolution”) under which up and the Delaware Limited Liability Company Act (“DLLCA”) (such transactions referred to 2,400,000 Firm Unitsas the Dissolution and the Conversion, or 10.0% of the Firm Units to be purchased by the Underwriters (the “Reserved Units”), shall be reserved for sale by UBS-FinSvc at the initial public offering price to the Partnership’s directors, officers, employees and other parties associated with the Partnership (collectively, the “Directed Unit ParticipantsReorganization”) as part of ). Unless the distribution of the Offered Units by the Underwriterscontext requires otherwise, subject references to the terms of this Company are to Rallybio LLC or Rallybio IPD, LLC prior to the Conversion and to the Company following the Conversion. This Agreement, the applicable rules, regulations Certificate of Conversion and interpretations the Plan of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale Dissolution are collectively referred to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis herein as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorTransaction Documents.”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:

Introductory. CVR RefiningGlobe Specialty Metals, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), ) agrees with the several Underwriters named in Schedule A B hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 shares of its common units stock (“Firm Units”) representing limited partner interests in the Partnership (the “Common UnitsSecurities”) and the stockholders listed in Schedule A hereto (“Selling Stockholders”) agree severally with the Underwriters to sell to the several Underwriters an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”) on the terms set forth in this Agreement. The Selling Stockholders also proposes agree, severally and not jointly, to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units additional outstanding shares (together, the “Optional UnitsSecurities”) of the Company’s Securities, as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse Securities (“UBS-FinSvc”USA) to administer a directed unit program LLC (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Final Prospectus.

Introductory. CVR RefiningMarchex, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with proposes to issue and sell through you, pursuant to the terms of this Agreement, to the several Underwriters underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”) pursuant to the terms ), an aggregate of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership 4,000,000 shares of Class B Common Stock, $.01 par value per share (the “Common UnitsStock”) and ), of the Company. The aggregate of 4,000,000 shares so proposed to be sold is hereinafter referred to as the “Firm Stock”. The Company also proposes to issue and sell grants to the UnderwritersUnderwriters an option, at upon the option terms and conditions set forth in Section 3 hereof, to purchase up to an additional 600,000 shares of the Underwriters, an aggregate of not more than 3,600,000 Common Units Stock (the “Optional UnitsAdditional Shares”) as set forth below). The Firm Units Stock and the Optional Units, if purchased, Additional Shares are herein hereinafter collectively called referred to as the “Offered UnitsShares.” The Partnership hereby acknowledges that, National Securities Corporation (“National”) is acting as a representative of the several Underwriters and in such capacity is hereinafter referred to as the “Representative”. In connection with the proposed offering of the Offered UnitsShares, it National has requested UBS Financial Services Inc. (“UBS-FinSvc”) agreed to administer a directed unit share program (the “Directed Unit Share Program”) under pursuant to which up to 2,400,000 600,000 Firm UnitsShares, or 10.0% fifteen percent (15%) of the Firm Units Shares, to be purchased by the Underwriters it (the “Reserved UnitsShares”), ) shall be reserved for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s officers, directors, officers, employees and other parties associated consultants and others having a relationship with the Partnership Company (collectively, the “Directed Unit Share Participants”) as part of the distribution of the Offered Units Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (“FINRANASD”) and all other applicable laws, rules and regulations. The number of Offered Units Shares available for sale to the general public will be reduced to the extent that the Directed Unit Share Participants purchase the Reserved UnitsShares. The Underwriters may offer any Reserved Units Shares not purchased confirmed for purchase by the Directed Unit Share Participants by the end of the business day on which this Agreement is executed will be offered to the general public by the Underwriters on the same basis as the other Offered Units Shares being issued and sold hereunder. The Partnership Company has supplied UBS-FinSvc National with the names, addresses and telephone numbers of the individuals or other entities which the Partnership Company has designated to be participants in the Directed Unit Share Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that The Company also proposes, pursuant to Section 3 hereof, upon the Partnership was recently formed to acquire a 100% interest in each successful closing of the entities indirectly owned offering of the Shares and the fulfillment of the terms of the Underwriting Agreement by CVR EnergyRepresentative, Inc.to issue and sell to the Representative, for its own account or for the account of the Representative’s Designee (as hereinafter defined) for an aggregate price of One Hundred Dollars ($100.00), a Delaware corporation warrant to purchase up to an aggregate of 120,000 shares of Common Stock (the “SponsorRepresentative’s Warrant”), that own petroleum refining and related logistics assets, as described more particularly ) at a per share price equal to 130% of the per share initial offering price of the Shares set forth in the General Disclosure Package, the Statutory Prospectus “Registration Statement” and the Contribution Agreement “Prospectus” (as such terms are hereinafter defined). It is further understood ) which such Representative’s Warrant shall only be exercisable during the period commencing one (1) year from the First Closing Date (as hereinafter defined) and agreed to by ending five (5) years from such First Closing Date, in accordance with the parties hereto that prior terms and conditions of the form of Representative’s warrant agreement substantially in the form of Exhibit 4.5 to the date hereof the following transactions Registration Statement (the “Prior TransactionsRepresentative’s Warrant Agreement”) occurred:).

Introductory. CVR RefiningLineo, LPInc., a Delaware limited partnership corporation (the “Partnership”"COMPANY"), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) proposes to issue and sell to the several Underwriters 24,000,000 common units ________ shares (“Firm Units”"FIRM SECURITIES") representing limited partner interests in the Partnership of its Common Stock (the “Common Units”"SECURITIES") and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units additional shares (the “Optional Units”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering "OFFERED SECURITIES". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Credit Suisse First Boston Corporation (the “Directed Unit Program”"DESIGNATED UNDERWRITER") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to ________ shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "PARTICIPANTS"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Unit Participants”Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningBridgepoint Education, LPInc., a Delaware limited partnership corporation (the “Partnership”), "Company") agrees with the several Underwriters named in Schedule A B hereto (the “"Underwriters”) pursuant to the terms of this agreement (this “Agreement”") to issue and sell to the several Underwriters 24,000,000 shares of its common units stock, par value $0.01 per share (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”"Securities") and the stockholders listed in Schedule A hereto ("Selling Stockholders") agree severally with the Underwriters to sell to the several Underwriters an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the "Firm Securities"). Warburg Pincus Private Equity VIII, L.P. ("WP"), as a Selling Stockholder, also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units additional outstanding shares ("Optional Securities") of the “Optional Units”) Company's Securities, as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “"Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse Securities (“UBS-FinSvc”USA) to administer a directed unit program LLC (the “Directed Unit Program”"Designated Underwriter") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "Participants"), as set forth in the “Final Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Unit Participants”Share Program"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") as part will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the distribution of business day on which this Agreement is executed will be offered to the Offered Units public by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants set forth in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Final Prospectus.

Introductory. CVR RefiningNCS Multistage Holdings, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership [ ] shares (the “Common UnitsFirm Securities”) and also proposes of its common stock, par value $0.01 per share (“Securities”). The stockholders listed in Schedule B hereto (collectively, “Selling Stockholders”) agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [ ] additional outstanding shares of the Securities (such [ ] aggregate shares of the Securities being hereinafter referred to as the “Optional UnitsSecurities”) ), as set forth belowin Section 3 of this Agreement. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered UnitsSecurities.” The Partnership hereby acknowledges that, in connection with the proposed offering As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Xxxxx Fargo Securities, LLC (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to [ ] shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees directors and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Final Prospectus.

Introductory. CVR Refining, LPFairway Group Holdings Corp., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 [·] shares of its Class A common units stock (“Firm UnitsSecurities”), and the stockholders listed in Schedule B hereto (“Selling Stockholders”) representing limited partner interests in agree severally with the Partnership Underwriters to sell to the several Underwriters [·] outstanding shares of the Securities (such [·] shares of Securities being hereinafter referred to as the “Common UnitsFirm Securities”) and ). The Selling Stockholders also proposes agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [·] additional shares (the “Optional UnitsSecurities”) of the Company’s Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Xxxxxxx Xxxxx Xxxxxx, Xxxxxx & Xxxxx Incorporated (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to [·] shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Final Prospectus.

Introductory. CVR Refining, LPWestport Resources Corporation, a Delaware limited partnership corporation ("COMPANY") proposes to issue and sell 6,500,00 shares of its Common Stock ("SECURITIES") and the “Partnership”), agrees with the several Underwriters named stockholders listed in Schedule A hereto ("SELLING STOCKHOLDERS") propose severally to sell an aggregate of 1,500,000 outstanding shares of the “Underwriters”) pursuant Securities (such 8,000,000 shares of Securities being hereinafter referred to as the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) and "FIRM SECURITIES"). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units (1,200,000 additional outstanding shares of the “Optional Units”) Company's Securities, as set forth belowbelow (such 1,200,000 additional shares being hereinafter referred to as the "OPTIONAL SECURITIES"). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering "OFFERED SECURITIES". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Credit Suisse First Boston Corporation (the “Directed Unit Program”"DESIGNATED UNDERWRITER") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to o shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "PARTICIPANTS"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Unit Participants”Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto ("UNDERWRITERS") as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR Refining, LPMediacom Communications Corporation, a Delaware limited partnership corporation (the “Partnership”"Company"), agrees with proposes to issue and sell to the several Underwriters named in Schedule A hereto (the “"Underwriters”") pursuant to the terms 20,000,000 shares ("Firm Securities") of this agreement its Class A Common Stock, par value $.01 per share (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) "Securities"), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 3,000,000 additional shares (the “"Optional Units”Securities") of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “"Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Xxxxxxx Xxxxx Xxxxxx Inc. (“UBS-FinSvc”the "Designated Underwriter") has agreed to administer a directed unit program (the “Directed Unit Program”) under which up to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to 1,000,000 shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "Participants"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Unit Participants”Share Program"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") as part will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the end of the distribution of business day on which this Agreement is executed will be offered to the Offered Units public by the Underwriters, subject to Underwriters as set forth in the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulationsProspectus. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved UnitsCompany is a recently organized Delaware corporation. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that Immediately prior to the date hereof First Closing Date (as defined below), the following transactions holders of all of the outstanding membership interests (the “Prior Transactions”"Membership Interests") occurredin Mediacom LLC, a limited liability company organized under the laws of the State of New York ("Mediacom"), will exchange all such Membership Interests in Mediacom for all of the outstanding capital stock of the Company (the "Exchange Transaction"). As a result of this transaction, Mediacom will become a wholly owned subsidiary of the Company. The Company and Mediacom are collectively referred to herein as the "Mediacom Companies". The Mediacom Companies hereby agree with the several Underwriters as follows:

Introductory. CVR Refining, LPDynCorp International Inc., a Delaware limited partnership corporation (the “Partnership”), agrees with the several Underwriters named in Schedule A hereto (the “UnderwritersCompany”) pursuant to the terms of this agreement (this “Agreement”) proposes to issue and sell to the several Underwriters 24,000,000 25,000,000 shares of its Class A common units stock (“Firm UnitsSecurities”) representing limited partner interests in the Partnership (such 25,000,000 shares of Securities being hereinafter referred to as the “Common UnitsFirm Securities”) and ). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 3,750,000 additional outstanding shares of the Company’s Securities, as set forth below (such 3,750,000 additional shares being hereinafter referred to as the “Optional UnitsSecurities”) as set forth below). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered UnitsSecurities.” The Partnership hereby acknowledges that, in connection with the proposed offering As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse Securities (“UBS-FinSvc”USA) to administer a directed unit program LLC (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to 1,250,000 shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company hereby agrees with Credit Suisse Securities (USA) LLC and Xxxxxxx, Sachs & Co. as representatives (together, the “Representatives”) of the several underwriters named in Schedule A hereto (“Underwriters”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningSwitch and Data, LPInc., a Delaware limited partnership corporation (the “PartnershipIssuer”), agrees with proposes to issue and sell 9,000,000 shares of its Common Stock, par value $0.0001 per share (the several Underwriters named “Securities”), and the stockholders listed in Schedule A hereto (the “UnderwritersSelling Stockholders”) pursuant propose severally to sell an aggregate of 2,666,667 outstanding shares of the Securities (such 11,666,667 shares of Securities being hereinafter referred to as the “Firm Securities”), to the terms of this agreement Underwriters (this as defined below), for whom Deutsche Bank Securities Inc. (“AgreementDeutsche Bank”) to issue and sell to the several Underwriters 24,000,000 common units Xxxxxxxxx & Company, Inc. (“Firm UnitsJefferies”) representing limited partner interests in the Partnership are acting as Representatives (the “Common UnitsRepresentatives”) and ). The Selling Stockholders also proposes propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 1,750,000 additional outstanding shares of the Issuer’s Securities as set forth below (such 1,750,000 additional shares being hereinafter referred to as the “Optional UnitsSecurities”) as set forth below). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Deutsche Bank (in such capacity, the “UBS-FinSvcDesignated Underwriter”) has agreed to administer a directed unit program (the “Directed Unit Program”) under which up to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to 583,333 shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) as part will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the distribution of business day on which this Agreement is executed will be offered to the Offered Units public by the Underwriters, subject to Underwriters as set forth in the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulationsProspectus. The number Issuer is a wholly owned subsidiary of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR EnergySwitch & Data Facilities Company, Inc., a Delaware corporation (the “SponsorCompany”). In connection with the offering contemplated by this Agreement, that own petroleum refining the Issuer will merge (the “Merger”) with and related logistics assetsinto the Company, with the Issuer as the surviving corporation. Pursuant to the Merger, all of the outstanding capital stock of the Company will be exchanged for capital stock of the Issuer as described more particularly in the General Disclosure PackagePackage (as defined below). Immediately following the Merger, the Statutory Prospectus and Issuer will change its name to “Switch & Data Facilities Company, Inc.” Unless the Contribution context otherwise requires, references in this Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that “Company” shall be deemed to refer to the Company prior to the date hereof Merger and to the Issuer following transactions the Merger. The Company, the Issuer and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto (the “Prior TransactionsUnderwriters”) occurredas follows:

Introductory. CVR Refining, LPWestlake Chemical Corporation, a Delaware limited partnership corporation (the “Partnership”"COMPANY"), agrees with proposes to issue and sell to the several Underwriters underwriters named in Schedule A hereto (the “Underwriters”"UNDERWRITERS") pursuant to the terms [____] shares of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 its common units (“Firm Units”) representing limited partner interests in the Partnership stock, par value $0.01 per share (the “Common Units”) and "SECURITIES" and, such [_____] shares of Securities being hereinafter referred to as the "FIRM SECURITIES"). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units ([___] additional outstanding shares of the “Optional Units”) Company's Securities, as set forth belowbelow (such additional shares being hereinafter referred to as the "OPTIONAL Securities"). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering "OFFERED SECURITIES". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Deutsche Bank Securities Inc. (“UBS-FinSvc”the "DESIGNATED UNDERWRITER") has agreed to administer a directed unit program (the “Directed Unit Program”) under which up to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to [__________] shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "PARTICIPANTS"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Unit Participants”Share Program (the "DIRECTED SHARES") as part will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. The Designated Underwriter that manages the Directed Share Program will receive 100% of the distribution discounts and commissions associated with the Directed Shares. Any Directed Shares not subscribed for by the end of the Offered Units business day on which this Agreement is executed will be offered to the public by the Underwriters, subject to Underwriters as set forth in the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulationsProspectus. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc Company hereby agrees with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, several Underwriters as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningPraxis Precision Medicines, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with proposes to sell, pursuant to the terms of this Agreement, to the several Underwriters underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”) pursuant to the terms ), an aggregate of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 [●] shares of common units (“Firm Units”) representing limited partner interests in the Partnership stock, $0.0001 par value (the “Common UnitsStock”) and of the Company. The aggregate of [●] shares so proposed to be sold is hereinafter referred to as the “Firm Stock”. The Company also proposes to issue and sell to the Underwriters, at upon the option terms and conditions set forth in Section 3 hereof, up to an additional [●] shares of the Underwriters, an aggregate of not more than 3,600,000 Common Units Stock (the “Optional UnitsStock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. Xxxxx and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”), and Xxxxx Xxxxxxx & Co. (“Piper”) are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, the Underwriters have agreed to reserve out of the Firm Stock purchased by it under this Agreement up to [●] shares for sale to the Company’s and its subsidiaries’ officers, directors, employees, customers and friends of the Company’s and its subsidiaries’ officers, directors and employees (collectively, “Participants”), as set forth in the Prospectus (as defined below. The Firm Units and ) under the Optional Units, if purchased, are herein collectively called the heading “Offered Units.Underwriting” The Partnership hereby acknowledges that, in connection with the proposed offering of the Offered Units, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit Share Program”) under which up to 2,400,000 ). The Firm Units, or 10.0% of the Firm Units Stock to be purchased sold by the Underwriters pursuant to the Directed Share Program (the “Reserved UnitsDirected Shares”), shall ) will be reserved for sale sold by UBS-FinSvc the Underwriters at the initial public offering price price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the Partnership’s directors, officers, employees and other parties associated with the Partnership (collectively, the “Directed Unit Participants”) as part of the distribution of the Offered Units public by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants set forth in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Prospectus.

Introductory. CVR Refining, LPFlagstone Reinsurance Holdings Limited, a Delaware limited partnership Bermuda exempted company (the “PartnershipCompany”), agrees with proposes to issue and sell to the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement ), for whom you are acting as representatives (this “AgreementRepresentatives”) to issue and sell to the several Underwriters 24,000,000 common units ), 13,000,000 shares (“Firm UnitsSecurities”) representing limited partner interests in the Partnership of its common shares, par value U.S.$0.01 per share (the “Common UnitsSecurities”) ), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 1,950,000 additional shares (the “Optional UnitsSecurities”) of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Xxxxxx Brothers Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”)) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by 5:30 P.M., that own petroleum refining and related logistics assetsNew York time, on the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, Prospectus. The Company hereby agrees with the Statutory Prospectus and the Contribution Agreement (several Underwriters as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningBridgepoint Education, LPInc., a Delaware limited partnership corporation (the “Partnership”), "Company") agrees with the several Underwriters named in Schedule A B hereto (the “"Underwriters”) pursuant to the terms of this agreement (this “Agreement”") to issue and sell to the several Underwriters 24,000,000 3,500,000 shares of its common units stock, par value $0.01 per share (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”"Securities") and the stockholders listed in Schedule A hereto ("Selling Stockholders") agree severally with the Underwriters to sell to the several Underwriters an aggregate of 10,000,000 outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the "Firm Securities"). Warburg Pincus Private Equity VIII, L.P. ("WP"), as a Selling Stockholder, also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 2,025,000 additional outstanding shares ("Optional Securities") of the “Optional Units”) Company's Securities, as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “"Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse Securities (“UBS-FinSvc”USA) to administer a directed unit program LLC (the “Directed Unit Program”"Designated Underwriter") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to 250,000 shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "Participants"), as set forth in the “Final Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Unit Participants”Share Program"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") as part will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the distribution of business day on which this Agreement is executed will be offered to the Offered Units public by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants set forth in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Final Prospectus.

Introductory. CVR RefiningComplete Production Services, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with proposes to issue and sell 13,000,000 shares of its common stock, par value $0.01 per share (“Securities”) and the several Underwriters named stockholders listed in Schedule A hereto (“Selling Stockholders”) propose severally to sell an aggregate of 13,000,000 outstanding shares of the Securities (such 26,000,000 shares of Securities being hereinafter referred to as the “UnderwritersFirm Securities”) pursuant ). The Selling Stockholders also propose to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 3,900,000 additional outstanding shares of the Company’s Securities, as set forth below (such 3,900,000 additional shares being hereinafter referred to as the “Optional UnitsSecurities”) as set forth below). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Securities LLC (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to 1,300,000 shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto (“Underwriters”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningBIND Therapeutics, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) pursuant to the terms of this agreement LCC (this “AgreementCredit Suisse”) and Xxxxx and Company, LLC are acting as representatives (the “Representatives”), to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership [—] shares (the “Common UnitsFirm Securities”) of its common stock, $0.0001 par value per share (the “Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [—] additional shares (the “Optional UnitsSecurities”) of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Credit Suisse (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to [—] shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Final Prospectus.

Introductory. CVR RefiningCBOT Holdings, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with proposes to issue and sell shares of its Class A common stock, par value $0.001 per share (“Securities”), and the several Underwriters named stockholders listed in Schedule A hereto (the “UnderwritersSelling Stockholders”) pursuant propose severally to sell an aggregate of outstanding shares of the terms Securities (such shares of this agreement (this “Agreement”) Securities being hereinafter referred to issue and sell to as the several Underwriters 24,000,000 common units (“Firm UnitsSecurities”) representing limited partner interests in the Partnership (the “Common Units”) and ). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units additional shares of its Securities, as set forth below (such additional shares being hereinafter referred to as the “Optional UnitsSecurities”) as set forth below). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse First Boston LLC (“UBS-FinSvcCSFB”) to administer a directed unit program (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to shares, for sale by UBS-FinSvc at to certain members of Board of Trade of the initial public offering price to the Partnership’s City of Chicago, Inc. and certain directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. The Directed Shares to be sold by the Designated Underwriter shall be deemed to consist solely of shares issued and sold by the Company and shall be deemed not to include any shares sold by the Selling Stockholders. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto (“Underwriters”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningPinduoduo Inc., LP, a Delaware limited partnership an exempted company incorporated in the Cayman Islands (the “PartnershipCompany”), ) agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units an aggregate of [ ] American Depositary Shares (“Firm UnitsAmerican Depositary Shares” or “ADSs”), each representing four Class A ordinary shares of the Company, par value US$0.000005 per share of the Company (“Ordinary Shares”) representing limited partner interests in the Partnership (the “Common UnitsFirm Shares,” and such ADSs, the “Firm ADSs”) and ). The Company also proposes agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [ ] ADSs, each representing four Class A Ordinary Shares (the “Optional UnitsShares,” and such ADSs, the “Optional ADSs”) ), as set forth below. The Firm Units Shares and the Optional Units, if purchased, Shares are herein collectively called the “Offered Units.” Shares”. The Partnership hereby acknowledges thatADSs are to be issued pursuant to a Deposit Agreement dated July 25, in connection 2018 (the “Deposit Agreement”) among the Company, Deutsche Bank Trust Company Americas, as Depositary (the “Depositary”), and the owners and holders from time to time of the ADSs issued under the Deposit Agreement. Each ADS will initially represent the right to receive four Ordinary Shares deposited pursuant to the Deposit Agreement. Concurrently with the proposed issuance and offering of the Offered UnitsShares, it has requested UBS Financial Services Inc. the Company is offering in an offering registered under the Act (“UBS-FinSvc”as defined below) to administer by means of a directed unit program base prospectus as supplemented by a prospectus supplement US$[ ] aggregate principal amount of the Company’s [ ]% Convertible Senior Notes due 2025 (the “Directed Unit ProgramNotes”). Xxxxxxx Xxxxx (Asia) L.L.C. and BofA Securities, Inc. are acting as underwriters (collectively the “Note Underwriters”) under which in the concurrent offering of the Notes. The Company has granted the Notes Underwriters an option to purchase up to 2,400,000 Firm Units, or 10.0% an additional US$[ ] aggregate principal amount of the Firm Units to be purchased by the Underwriters (the “Reserved Units”), shall be reserved for sale by UBS-FinSvc at the initial public offering price to the Partnership’s directors, officers, employees and other parties associated with the Partnership (collectively, the “Directed Unit Participants”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulationsNotes. The number of Offered Units available for sale to Company and the general public Note Underwriters will be reduced entering into an underwriting agreement with respect to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:concurrent offering.

Introductory. CVR Refining, LP, a Delaware limited partnership (the “Partnership”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units (the “Optional Units”) as set forth below. The Firm Units and the Optional Units, if purchased, are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering of the Offered Units, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit Program”) under which up to 2,400,000 Firm Units, or 10.0% of the Firm Units to be purchased by the Underwriters (the “Reserved Units”), shall be reserved for sale by UBS-FinSvc at the initial public offering price to the Partnership’s directors, officers, employees and other parties associated with the Partnership (collectively, the “Directed Unit Participants”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR EnergyMetabasis Therapeutics, Inc., a Delaware corporation (the “Sponsor”"Company"), that own petroleum refining proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the "Underwriters," or, each, an "Underwriter"), an aggregate of shares of Common Stock, $0.001 par value (the "Common Stock") of the Company. The aggregate of shares so proposed to be sold is hereinafter referred to as the "Firm Stock". The Company also proposes to sell to the Underwriters, upon the terms and related logistics assetsconditions set forth in Section 3 hereof, up to an additional shares of Common Stock (the "Optional Stock"). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the "Stock". XX Xxxxx & Co., LLC ("XX Xxxxx"), Deutsche Bank Securities Inc., Xxxxxx Xxxxxx Partners LLC and Xxxx Xxxxx Xxxx Xxxxxx, Incorporated are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the "Representatives." As part of the offering contemplated by this Agreement, XX Xxxxx (the "Designated Underwriter") has agreed to reserve out of the Firm Stock purchased by it under this Agreement, up to shares, for sale to the Company's customers and business partners and friends of the Company's officers, directors and employees (collectively, "Participants"), as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defineddefined herein) under the heading "Underwriting" (the "Directed Share Program"). It is further understood and agreed The Firm Stock to be sold by the parties hereto that prior Designated Underwriter pursuant to the date hereof the following transactions Directed Share Program (the “Prior Transactions”"Directed Shares") occurred:will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. CVR RefiningSelectica, LPInc., a Delaware limited partnership corporation (the “Partnership”"Company"), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) proposes to issue and sell 4,000,000 shares of its Common Stock, par value $0.0001 per share ("Securities") (such 4,000,000 shares of Securities being hereinafter referred to as the several Underwriters 24,000,000 common units (“"Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) and Securities"). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 450,000 additional shares of its Securities, and Dr. Xxxxxx Xxxxxx (the “Optional Units”"Selling Stockholder") also proposes to sell to the Underwriters, at the option of the Underwriters, not more than 150,000 additional outstanding shares of the Company's Securities, as set forth belowbelow (such 600,000 additional shares being hereinafter referred to as the "Optional Securities"). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “"Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program E*OFFERING Corp. (the “Directed Unit Program”"Designated Underwriter") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to 200,000 shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "Participants"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriters" (the "Directed Unit Participants”Share Program"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Stockholder hereby agree with the several Underwriters named in Schedule A hereto ("Underwriters") as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningxXxxxx.xxx, LPinc., a Delaware limited partnership corporation (the “Partnership”"COMPANY"), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) proposes to issue and sell to the several Underwriters 24,000,000 __________ shares ("FIRM SECURITIES") of its common units stock, par value [$.001] per share (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”"SECURITIES") and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units __________ additional shares (the “Optional Units”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering "OFFERED SECURITIES". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Credit Suisse First Boston Corporation (the “Directed Unit Program”"DESIGNATED UNDERWRITER") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "PARTICIPANTS"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Unit Participants”Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR Refining, LP, a Delaware limited partnership This Placement Agency Agreement the (the “Partnership”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to sets forth the several Underwriters 24,000,000 common units terms upon which ThinkEquity, a division of Fordham Financial Management, Inc., (“Firm UnitsThinkEquity” or the “Placement Agent”) representing limited partner interests in the Partnership (the “Common Units”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units (the “Optional Units”) as set forth below. The Firm Units and the Optional Units, if purchased, are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering of the Offered Units, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit Program”) under which up to 2,400,000 Firm Units, or 10.0% of the Firm Units to be purchased by the Underwriters (the “Reserved Units”), shall be reserved for sale engaged by UBS-FinSvc at the initial public offering price to the Partnership’s directors, officers, employees and other parties associated with the Partnership (collectively, the “Directed Unit Participants”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR EnergyLMP Automotive Holdings, Inc., a Delaware corporation (the “SponsorCompany”), that own petroleum refining and related logistics assetsto act as the exclusive Placement Agent in connection with the private placement (hereinafter referred to as the “Offering”) of securities of the Company, as more fully described more particularly below. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the General Disclosure Package, the Statutory Prospectus and the Contribution Securities Purchase Agreement (as such terms are hereinafter defineddefined below). It is further understood and agreed The Offering will consist of an aggregate of up to by the parties hereto that prior to the date hereof the following transactions 20,100 shares (the “Prior TransactionsShares”) occurred:of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”), $.00001 per share, having the rights, preferences and privileges set forth in the Certificate of Designation (as defined below) and convertible in to shares of common stock, $.00001 par value per share (the “Common Stock”), of the Company; and 861,429 warrants (the “Warrants”), each Warrant entitling the holder to purchase one share of Common Stock (the “Warrant Shares”) at an exercise price, subject to adjustments, and exercise period, as set forth in the Warrant. The Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities”. The Investors shall receive one Warrant for every two Shares purchased and the Shares and the Warrants shall be immediately separable and transferable upon issuance. The terms of the Warrants are set forth in the form of Warrant included in the Offering Documents (as defined below) made available to prospective Investors. Each person desiring to purchase Securities in the Offering will be required to (i) execute and deliver to the Company a fully completed Securities Purchase Agreement; and (ii) transmit the full amount of the purchase price of the Securities subscribed for to the Company, in accordance with the following instructions: JPMorgan Chase Bank, N.A., f/b/o LMP Automotive Holdings, Inc., Account No. 758060615, ABA No. 000000000, unless the Company and the Investors agree to wire transfer to a separate account specified in writing between the parties. The terms of the Preferred Stock will be set forth in the Certificate of Designation (the “Certificate of Designation”) to be filed by the Company with the Secretary of State of the State of Delaware as an amendment to the Company’s Certificate of Incorporation. The Securities will be offered and sold to the Investors (as defined below) in the Offering pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), in reliance upon Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act (“Regulation D”).

Introductory. CVR Refining, LPXxxxxxxxx Financial LLC, a Delaware limited partnership liability company (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units shares (“Firm UnitsSecurities”) representing limited partner liability company interests in of the Partnership Company, no par value (the “Common UnitsSecurities”) ), and also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units additional shares of its Securities (the “Optional UnitsSecurities”) ), as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Deutsche Bank Securities Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to common shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Final Prospectus.

Introductory. CVR RefiningPlayAGS, LPInc., a Delaware limited partnership Nevada corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 [●] shares of its common units (“Firm Units”) representing limited partner interests in the Partnership stock ; par value $0.01 per share (the “Common UnitsSecurities”) and (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [●] additional shares of its Securities (the “Optional UnitsSecurities”) ), as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” Securities”. The Partnership hereby acknowledges that, in connection with the proposed offering of the Offered Units, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit Program”) under which Representatives agree that up to 2,400,000 Firm Units, or 10.0% [ ]1 shares of the Firm Units Securities to be purchased by the Underwriters (the “Reserved UnitsDirected Shares”), ) shall be reserved for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, the “Directed Unit Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Directed Share Program shall be administered by Fidelity Capital Markets, a division of National Financial Services LLC (“Fidelity”), at the direction of the Company, at the public offering price. To the extent that the Directed Shares are not confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the distribution of public offering contemplated hereby. The Company intends to use the net proceeds from the Offered Units by Securities to fund the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation redemption (the “SponsorRedemption”), that own petroleum refining and related logistics assets, as described more particularly in ) of the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions Company’s 11.25% Senior Secured PIK Notes due 2024 (the “Prior TransactionsExisting PIK Notes”) occurred:then outstanding and to pay related fees and expenses. Any remaining net proceeds will be used for general corporate purposes.

Introductory. CVR Refining, LPCapella Education Company, a Delaware limited partnership Minnesota corporation (the “Partnership”"COMPANY"), agrees with proposes to issue and sell 3,632,140 shares of its Common Stock, $0.10 par value per share ("SECURITIES"), and the several Underwriters named stockholders listed in Schedule A hereto ("SELLING STOCKHOLDERS") propose severally to sell an aggregate of 367,860 outstanding shares of the “Underwriters”) pursuant Securities (such 4,000,000 shares of Securities being hereinafter referred to as the terms "FIRM SECURITIES"), with each Selling Stockholder selling the number of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) and Securities set forth opposite its name on Schedule A. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 600,000 additional shares of its Securities (such 600,000 additional shares being hereinafter referred to as the “Optional Units”) as set forth below"OPTIONAL SECURITIES"). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering "OFFERED SECURITIES". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Xxxxx Xxxxxxx & Co. (the “Directed Unit Program”"Designated Underwriter") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to 200,000 shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, the “"PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Unit Participants”Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and each Selling Stockholder hereby agree, severally and not jointly, with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR Refining, LPAiHuiShou International Co. Ltd., a Delaware limited partnership company incorporated in the Cayman Islands (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units [ 🌑 ] American Depositary Shares (“Firm UnitsADSs”) representing limited partner interests in [ 🌑 ] Class A ordinary shares, par value US$0.001 per share, of the Partnership Company (“Class A Ordinary Shares”, and together with the Class B ordinary shares, par value US$0.001 per share, and Class C ordinary shares, par value US$0.001 per share, of the Company (“Ordinary Shares” )). The [ 🌑 ] ADSs to be sold by the Company are hereinafter referred to as the “Common Units”) and Firm Securities.” The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [ 🌑 ] ADSs representing [ 🌑 ] Class A Ordinary Shares (the “Optional UnitsSecurities”) ), as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered UnitsSecurities.” The Partnership hereby acknowledges that, in connection with the proposed offering Underwriters have agreed to reserve a portion of the Offered Units, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit Program”) under which up to 2,400,000 Firm Units, or 10.0% of the Firm Units Securities to be purchased by the Underwriters (the “Reserved Units”), shall be reserved them under this Agreement for sale by UBS-FinSvc at to some of the initial public offering price to the PartnershipCompany’s directors, officers, employees and business associates and other parties associated with related to the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”). The Directed Share Program shall be administered by Tiger Brokers (NZ) Limited and Futu Inc. (together, the “Designated Underwriters”). The ADSs to be sold pursuant to the Directed Share Program are referred to hereinafter as part the “Directed Securities.” Any Directed Securities not subscribed for by the end of the distribution of business day on which this Agreement is executed will be offered to the Offered Units public by the Underwriters, subject to Underwriters as set forth in the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulationsFinal Prospectus. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated ADSs are to be participants in the Directed Unit Program. It is understood that any number issued pursuant to a Deposit Agreement dated as of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy[ 🌑 ], Inc., a Delaware corporation 2021 (the “SponsorDeposit Agreement”) among the Company, Citibank, N.A., as Depositary (the “Depositary”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement beneficial owners and holders from time to time of the American Depositary Receipts (as such terms are hereinafter defined). It is further understood and agreed to “ADRs”) issued by the parties hereto that prior Depositary and evidencing the ADSs issued under the Deposit Agreement. Every three ADSs will initially represent the right to receive two Class A Ordinary Shares deposited pursuant to the date hereof the following transactions (the “Prior Transactions”) occurred:Deposit Agreement.

Introductory. CVR RefiningXxxxxxx Dynamics, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), ) agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 6,500,000 shares of its common units stock, par value $0.01 per share (“Firm UnitsSecurities”), and the stockholders listed in Schedule B hereto (“Selling Stockholders”) representing limited partner interests in agree severally with the Partnership Underwriters to sell to the Underwriters an aggregate of 3,500,000 outstanding shares of the Securities (such 10,000,000 shares of Securities being hereinafter referred to as the “Common UnitsFirm Securities”) and ). Certain of the Selling Stockholders also proposes agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 1,500,000 additional outstanding shares of the Securities (such additional shares collectively, the “Optional UnitsSecurities”) ), as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse Securities (“UBS-FinSvc”USA) to administer a directed unit program LLC (the “Directed Unit ProgramDesignated Underwriter” or “Credit Suisse”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to 245,000 shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Final Prospectus.

Introductory. CVR Refining, LPFidelity & Guaranty Life, a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units [—] shares (“Firm UnitsSecurities”) representing limited partner interests in the Partnership of its common stock, par value $0.01 per share, (the “Common UnitsSecurities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [—] additional shares (the “Optional UnitsSecurities”) of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse Securities (“UBS-FinSvc”USA) to administer a directed unit program LLC (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to [—] shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting (Conflicts of Interest)” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Final Prospectus.

Introductory. CVR RefiningInnophos Holdings, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with proposes to issue and sell [•] shares of its common stock, par value $0.001 per share (“Securities”) to the several Underwriters underwriters named in Schedule A hereto (the “Underwriters”) pursuant and the stockholders listed in Schedule A hereto (“Selling Stockholders”) propose severally to sell an aggregate of [•] outstanding shares of the Securities to the terms Underwriters (such [•] shares of this agreement (this “Agreement”) Securities proposed to issue and sell be sold to the several Underwriters 24,000,000 common units (being hereinafter referred to as the “Firm UnitsSecurities”) representing limited partner interests in the Partnership (the “Common Units”) and ). The Selling Stockholders also proposes propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [•] additional outstanding shares of the Company’s Securities as set forth below (such aggregate [•] additional shares being hereinafter referred to as the “Optional UnitsSecurities”) as ), of which the Selling Stockholders propose to sell the respective amounts of shares of Securities set forth belowopposite each Selling Stockholder’s name in Schedule B hereto. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered UnitsSecurities.” The Partnership hereby acknowledges that, in connection with the proposed offering As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse Securities (“UBS-FinSvc”USA) to administer a directed unit program LLC (the “Directed Unit ProgramDesignated Underwriter,” also referred to herein from time to time as “Credit Suisse”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to [•] shares for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure PackageProspectus. The Company and the Selling Stockholders hereby agree with Credit Suisse and Bear, Xxxxxxx & Co. Inc. as representatives (together, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior TransactionsRepresentatives”) occurredof the Underwriters as follows:

Introductory. CVR Refining, LPZEFER Corp., a Delaware limited partnership corporation (the “Partnership”"COMPANY"), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) proposes to issue and sell to the several Underwriters 24,000,000 common units 4,000,000 shares (“Firm Units”"FIRM SECURITIES") representing limited partner interests in the Partnership of its Common Stock (the “Common Units”"SECURITIES") and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 600,000 additional shares (the “Optional Units”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering "OFFERED SECURITIES". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Deutsche Bank Securities Inc. (“UBS-FinSvc”the "DESIGNATED UNDERWRITER") has agreed to administer a directed unit program (the “Directed Unit Program”) under which up to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "PARTICIPANTS"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Unit Participants”Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningMammoth Energy Services, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 7,500,000 shares of its common units (“Firm Units”) representing limited partner interests in the Partnership stock, par value $0.01 per share (the “Common UnitsSecurities”), and the stockholders listed in Schedule B hereto (collectively, the “Selling Stockholders”) agree severally and not jointly with the Underwriters to sell to the several Underwriters an aggregate of 250,000 outstanding shares of the Securities (such 7,750,000 aggregate shares of the Securities being hereinafter referred to as the “Firm Securities”). The Selling Stockholders also proposes agree severally and not jointly with the Underwriters to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 1,162,500 additional shares of the Securities (such 1,162,500 aggregate shares of the Securities being hereinafter referred to as the “Optional UnitsSecurities”) ), as set forth belowin Section 3 of this Agreement. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered UnitsSecurities.” The Partnership hereby acknowledges that, in connection with the proposed offering As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Fidelity Capital Markets, a division of National Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program LLC (the “Directed Unit ProgramDSP Administrator”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to 387,500 shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject DSP Administrator pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the DSP Administrator pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Final Prospectus.

Introductory. CVR RefiningAlimera Sciences, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), ) agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to ), for whom you are acting as representatives (the terms of this agreement (this “AgreementRepresentatives”) ), to issue and sell to the several Underwriters 24,000,000 common units [ ] shares (“Firm UnitsSecurities”) representing limited partner interests in the Partnership of its common stock, par value $0.01 per share (the “Common UnitsSecurities”) and also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [ ] additional shares of its Securities (the “Optional UnitsSecurities”) ), as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered UnitsSecurities.” The Partnership hereby acknowledges that, in connection with the proposed offering As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse Securities (“UBS-FinSvc”USA) to administer a directed unit program LLC (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to [l] shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, business associates, employees and other related parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus and General Disclosure Package (each as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure PackageFinal Prospectus.” Capitalized terms used, but not defined, in the Statutory Prospectus and text of this Agreement shall have the Contribution Agreement (as such terms are hereinafter defined)meaning set forth in Section 17. It Unless otherwise specified, a reference to a “rule” is further understood and agreed to by the parties hereto that prior to the date hereof indicated rule under the following transactions (the “Prior Transactions”) occurred:Act.

Introductory. CVR RefiningConsolidated Communications Illinois Holdings, LPInc., a Delaware limited partnership corporation (“Illinois Holdings” and, together with any successor thereto, the “Company”), proposes to issue and sell, immediately following the reorganization (the “PartnershipReorganization”) described in the Registration Statement (as defined herein) 6,000,000 shares (the “Company Firm Securities”) of its common stock, $0.01 par value per share (“Securities”), agrees with and the several Underwriters named stockholders listed in Schedule A hereto (the “UnderwritersSelling Stockholders”) pursuant propose severally to the terms sell an aggregate of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership 9,666,666 outstanding shares of Securities (the “Common UnitsSelling Stockholders Firm Securities”) , and together with the Company Firm Securities, the “Firm Securities”). The Selling Stockholders also proposes propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 2,350,000 additional outstanding shares of Securities (the “Optional UnitsSecurities”) as set forth below). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered UnitsSecurities.” The Partnership hereby acknowledges that, in connection with the proposed offering As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Credit Suisse First Boston and Citigroup Global Markets Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit ProgramDesignated Underwriters”) under which have agreed to reserve up to 2,400,000 Firm Units, or 10.05% of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”), shall be reserved it under this Agreement for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”). The Firm Securities to be sold by the Designated Underwriters pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriters pursuant to this Agreement at the public offering price. The Designated Underwriters that manage the Directed Share Program will receive 100% of the discounts and commissions associated with the Directed Shares. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Stockholders hereby agree with the Company and with the several Underwriters named in Schedule B hereto (“Underwriters”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningSmart & Final Stores, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with Credit Suisse Securities (USA) LLC (“Credit Suisse”), Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”), and the other several Underwriters named in Schedule A hereto (collectively, the “Underwriters”) pursuant to ), for whom Credit Suisse and Xxxxxx Xxxxxxx are acting as representatives (in such capacity, the terms of this agreement (this “AgreementRepresentatives”) to issue and sell to the several Underwriters 24,000,000 common units shares (“Firm UnitsSecurities”) representing limited partner interests in the Partnership of its common stock (“Securities”), par value $0.001 per share. The stockholders listed on Schedule B hereto (together, the “Common UnitsSelling Stockholders”) and also proposes agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units additional outstanding shares (the “Optional UnitsSecurities”) of the Company’s Securities, as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered UnitsSecurities.” The Partnership hereby acknowledges that, in connection with the proposed offering As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse (in such capacity, the “UBS-FinSvcDesignated Underwriter”) has agreed to administer a directed unit program (the “Directed Unit Program”) under which up to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Final Prospectus.

Introductory. CVR Refining, LPElement K Corporation, a Delaware limited partnership corporation (the “Partnership”"COMPANY"), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) proposes to issue and sell to the several Underwriters 24,000,000 5,500,000 shares ("FIRM SECURITIES") of its Class A common units Stock, $0.01 par value (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) "SECURITIES"), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 825,000 additional shares (the “Optional Units”"OPTIONAL SECURITIES") of its Securities as set forth below. The In the case of both the Firm Units Securities and the Optional UnitsSecurities, if purchasedthe Company proposes to use the proceeds to make a capital contribution in the capital of Element K Holdings LLC, a Delaware limited liability company ("HOLDINGS"), which will, in turn, use the proceeds of such capital contribution to make a contribution to the capital of Element K LLC, a Delaware limited liability company (the "OPERATING COMPANY"). The Firm Securities and the Optional Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering "OFFERED SECURITIES". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Credit Suisse First Boston Corporation (the “Directed Unit Program”"DESIGNATED UNDERWRITER") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "PARTICIPANTS"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Unit Participants”Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningPacer International, LPInc., a Delaware limited partnership Tennessee corporation (the “Partnership”"Company"), agrees with proposes to issue and sell [______] shares of its common stock ("Securities") to the several Underwriters named in Schedule B hereto ("Underwriters") and the stockholders listed in Schedule A hereto ("Selling Stockholders") propose severally to sell an aggregate of [______] outstanding shares of the “Underwriters”Securities (such [______] shares of Securities being hereinafter referred to as the "Firm Securities") pursuant to the terms of this agreement (this “Agreement”) Underwriters. The Selling Stockholders propose to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units ([______] additional outstanding shares of the “Optional Units”) Company's Securities, as set forth belowbelow (such [______] additional shares being hereinafter referred to as the "Optional Securities"). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “"Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse First Boston Corporation (“UBS-FinSvc”) to administer a directed unit program "CSFBC"), (the “Directed Unit Program”"Designated Underwriter") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)under this Agreement, shall be reserved up to [______] shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "Participants"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Unit Participants”Share Program"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") as part will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the distribution of business day on which this Agreement is executed will be offered to the Offered Units public by the Underwriters, subject to Underwriters as set forth in the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulationsProspectus. The number of Offered Units available for sale to Company and the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc Selling Stockholders hereby agree with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, Underwriters as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR Refining, LPATAI Life Sciences B.V., a Delaware Dutch private company with limited partnership liability (besloten vennootschap met beperkte aansprakelijkheid) (to change its legal form into a Dutch public company with limited liability (naamloze vennootschap) and its corporate name to ATAI Life Sciences N.V. prior to the completion of the public offering described below) (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 [●] common units shares (“Firm UnitsSecurities”) representing limited partner interests in the Partnership ), nominal value €0.10 per share (the “Common UnitsSecurities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [●] additional common shares (the “Optional UnitsSecurities”) of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered UnitsSecurities.” The Partnership hereby acknowledges that, in connection with the proposed offering As part of the Offered Unitsoffering contemplated by this Underwriting Agreement (this “Agreement”), it has requested UBS Financial Services Inc. Credit Suisse Securities (“UBS-FinSvc”USA) to administer a directed unit program LLC (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units Securities purchased or acquired by it under this Agreement, up to be purchased by the Underwriters (the “Reserved Units”)[●] shares, shall be reserved for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. On the date hereof, the business of the Company is conducted through ATAI Life Sciences AG, a company incorporated under the laws of Germany (“XXXX XX”). Prior to the Closing Date (as hereinafter defined), that own petroleum refining and related logistics assetsthe Company plans to consummate a corporate reorganization consisting of the transactions described under the caption “Corporate Reorganization” in the Registration Statement, as described more particularly in the General Disclosure Package, the Statutory Prospectus Package and the Contribution Agreement Final Prospectus (each as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions defined below) (the “Prior TransactionsCorporate Reorganization”) occurred:).

Introductory. CVR RefiningTalentPoint, LPInc., a Delaware limited partnership Pennsylvania corporation (the “Partnership”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”"Company") pursuant to the terms of this agreement (this “Agreement”) proposes to issue and sell shares of its common stock, $.01 par value per share ("Securities") (such shares of Securities being hereinafter referred to as the several Underwriters 24,000,000 common units (“"Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) and Securities"). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units (the “Optional Units”) additional shares of its Securities, as set forth belowbelow (such additional shares being hereinafter referred to as the "Optional Securities"). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “"Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Credit Suisse First Boston Corporation (the “Directed Unit Program”"Designated Underwriter") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "Participants"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Unit Participants”Share Program"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR Refining, LPRegal Entertainment Group, a Delaware limited partnership corporation (the “Partnership”"Company"), agrees with proposes to issue and sell [18,000,000] shares ("Firm Securities") of its Class A Common Stock, par value $0.001 per share ("Securities") and the several Underwriters named in stockholders listed on Schedule A hereto (the “Underwriters”"Selling Stockholders") pursuant propose severally and not jointly to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units ([2,700,000] additional shares of the “Optional Units”) Securities as set forth belowbelow (such [2,700,000] shares being hereinafter referred to as "Optional Securities"). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “"Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Credit Suisse First Boston Corporation (the “Directed Unit Program”"Designated Underwriter") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to [900,000] shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "Participants"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Unit Participants”Share Program"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Stockholders, severally and not jointly, hereby agree with the several Underwriters named in Schedule B hereto ("Underwriters") as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningFPL Group, LPInc., a Florida corporation (“FPL Group”), [1FPL Group Capital Inc, a Florida corporation and a [wholly-owned] subsidiary of FPL Group (“FPL Group Capital”),] and FPL Group [1Capital] Trust __, a statutory trust formed under the Delaware limited partnership Statutory Trust Act (the “PartnershipTrust” or “FPL Group [1Capital] Trust __,” and hereinafter, together with FPL Group [1and FPL Group Capital], the “Offerors”), agrees confirm their agreement with respect to the issue and sale by the Trust and the purchase by the Underwriters (as defined below) of the Trust’s [__] Preferred Trust Securities, [of the series designation[s], with the terms and in the liquidation amount[s] specified in Schedule I hereto] (the “Preferred Trust Securities”). The term “Underwriters” as used herein shall be deemed to mean the entity or several Underwriters entities named in Schedule A II hereto and any underwriter substituted as provided in Section [7] hereof, and the term “Underwriter” shall be deemed to mean one of such Underwriters. If the entity or entities listed in Schedule I hereto (the “UnderwritersRepresentatives”) pursuant to are the same as the entity or entities listed in Schedule II hereto, then the terms “Underwriters” and “Representatives,” as used herein, shall each be deemed to refer to such entity or entities. The Representatives represent that they have been authorized by each Underwriter to enter into this agreement on behalf of such Underwriter and to act for it in the manner herein provided. All obligations of the Underwriters hereunder are several and not joint. If more than one entity is named in Schedule I hereto, any action under or in respect of this agreement (this “Agreement”) to issue and sell to may be taken by such entities jointly as 1 For use with Preferred Trust Securities including FPL Group Capital Subordinated Debentures. 2 For use with Preferred Trust Securities including FPL Group Subordinated Debentures. the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units (the “Optional Units”) as set forth below. The Firm Units and the Optional Units, if purchased, are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering of the Offered Units, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit Program”) under which up to 2,400,000 Firm Units, Representatives or 10.0% of the Firm Units to be purchased by the Underwriters (the “Reserved Units”), shall be reserved for sale by UBS-FinSvc at the initial public offering price to the Partnership’s directors, officers, employees and other parties associated with the Partnership (collectively, the “Directed Unit Participants”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each one of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (acting on behalf of the “Sponsor”), that own petroleum refining Representatives and related logistics assets, as described more particularly in such action will be binding upon all the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:Underwriters.

Introductory. CVR RefiningRanger Energy Services, LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 5,000,000 shares of its Class A common units stock, $0.01 par value per share (“Firm UnitsSecurities”) representing limited partner interests in the Partnership (such 5,000,000 shares of Securities being hereinafter referred to as the “Common UnitsFirm Securities”) and ). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units 750,000 additional shares of its Securities (all such additional shares of Securities being hereinafter collectively referred to as the “Optional UnitsSecurities”) ), as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Units, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program offering contemplated by this agreement (the “Directed Unit ProgramAgreement”), Xxxxx Xxxxxxx & Co. (“PJC” and, in such capacity, the “Designated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to [·] shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) as part will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the distribution business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. The Company is a holding company that, following the transactions contemplated by this paragraph and the offering contemplated by this Agreement, will directly own a [·]% membership interest in RNGR Energy Services, LLC, a Delaware limited liability company (“Ranger LLC”). The Company and Ranger LLC are herein referred to as the “Company Parties”. The businesses through which the Company Parties will conduct their operations are Ranger Energy Services, LLC, a Delaware limited liability company (“Ranger Services”) that, immediately prior to the First Closing Date (as defined below), will be a subsidiary of Ranger Energy Holdings, LLC, a Delaware limited liability company (“Ranger Holdings I”), and Ranger Energy Holdings II, LLC, a Delaware limited liability company (“Ranger Holdings II”), and Torrent Energy Services, LLC, a Delaware limited liability company (“Torrent Services”) that, immediately prior to the First Closing Date, will be a subsidiary of Torrent Energy Holdings, LLC, a Delaware limited liability company (“Torrent Holdings I”), and Torrent Energy Holdings II, LLC, a Delaware limited liability company (“Torrent Holdings II”). In anticipation of the Offered offering contemplated by this Agreement, on the First Closing Date, (x) Ranger Holdings I will contribute all of its membership interests in Ranger Services to Ranger LLC in exchange for membership interests in Ranger LLC (“Ranger Units”) and Ranger Holdings II will contribute all of its membership interests in Ranger Services to Ranger LLC in exchange for shares of the Securities (such contributions, the “Ranger Assignment Transactions”), and (y) Torrent Holdings I will contribute all of its membership interests in Torrent Services to Ranger LLC in exchange for Ranger Units by and Torrent Holdings II will contribute all of its membership interests in Ranger Services to Ranger LLC in exchange for shares of the UnderwritersSecurities (such contributions, subject the “Torrent Assignment Transactions” and collectively with the Ranger Assignment Transactions, the “Assignment Transactions”). Immediately prior to the terms consummation of the offering contemplated by this Agreement, the applicable rulesCompany intends to amend and restate its certificate of incorporation to, regulations among other things, authorize two classes of common stock, Class A common stock and interpretations Class B common stock.. The Company intends that the net proceeds of the Financial Industry Regulatory Authoritysale of Optional Securities by the Company, Inc. (“FINRA”) and all other applicable lawsif any, rules and regulations. The will be contributed to Ranger LLC in exchange for an additional number of Offered Ranger Units available for sale equal to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated shares of Class A common stock issued as Optional Securities by the Company. Ranger LLC will use such net proceeds, if any, to participate in purchase Ranger Units from Ranger Holdings I and Torrent Holdings I. The foregoing transactions (including the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”Assignment Transactions), that own petroleum refining as further described under the headings “Corporate Reorganization” and related logistics assets, as described more particularly “Use of Proceeds” in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement Package (as such terms defined below), are hereinafter defined)referred to herein collectively as the “Reorganization Transactions”. It is further understood and agreed to Unless otherwise required by the parties hereto that prior context, references to the date hereof “Subsidiaries” of the following transactions (Company in this Agreement refer to entities that will be subsidiaries of the “Prior Company after giving effect to the Reorganization Transactions”) occurred:, as evidenced by such entities being listed on Schedule C hereto.

Introductory. CVR RefiningEon Labs, LPInc., a Delaware limited partnership corporation (the “Partnership”"COMPANY"), agrees with proposes to issue and sell 9,380,540 shares of its common stock, par value $.01 per share ("SECURITIES") and the several Underwriters named stockholders listed in Schedule A hereto ("SELLING STOCKHOLDERS") propose to sell an aggregate of 419,460 outstanding shares of the “Underwriters”Securities (such 9,800,000 shares of Securities being hereinafter referred to as the "FIRM SECURITIES") pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) and The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units (the “Optional Units”) 1,470,000 additional shares of its Securities, as set forth belowbelow (such 1,470,000 additional shares being hereinafter referred to as the "OPTIONAL SECURITIES"). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering "OFFERED SECURITIES". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Credit Suisse First Boston Corporation (the “Directed Unit Program”"DESIGNATED UNDERWRITER") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to 490,000 shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "PARTICIPANTS"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Unit Participants”Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto ("UNDERWRITERS") as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR Refining, LPAbCellera Biologics Inc., a Delaware limited partnership corporation incorporated under the Business Corporations Act (the British Columbia) (“PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 [●] common units shares (“Firm UnitsSecurities”) representing limited partner interests in the Partnership without par value (the “Common UnitsSecurities”) ), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [●] additional shares (the “Optional UnitsSecurities”) of the Company’s Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities”. As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse Securities (“UBS-FinSvc”USA) to administer a directed unit program LLC (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”), shall be reserved it under this Agreement up to [●] common shares for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) as part of the distribution of the Offered Units ). The Firm Securities to be sold by the Underwriters, subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Share Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorDirected Shares”), that own petroleum refining and related logistics assets, ) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as described more particularly set forth in the General Disclosure Package, Final Prospectus. The Offered Securities will be offered and sold in the Statutory Prospectus and the Contribution Agreement United States pursuant to a Registration Statement (as such terms are hereinafter defined). It is further understood defined below) and agreed in Canada on a private placement basis pursuant to by the parties hereto that prior to the date hereof the following transactions a preliminary and final Canadian offering memorandum (the “Prior TransactionsCanadian Private Placement Memorandum”) occurred:).

Introductory. CVR Refining, LPSilicon Energy Corp., a Delaware limited partnership corporation (the “Partnership”"COMPANY"), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) proposes to issue and sell to the several Underwriters 24,000,000 common units ____________ shares (“Firm Units”"FIRM SECURITIES") representing limited partner interests in the Partnership of its Common Stock (the “Common Units”"SECURITIES") and also proposes to issue and sell sell1 to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units ______________ additional shares (the “Optional Units”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering "OFFERED SECURITIES". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program [Insert name of underwriter] (the “Directed Unit Program”"DESIGNATED UNDERWRITER") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to ____________ shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "PARTICIPANTS"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Unit Participants”Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR Refining, LPIntersil Holding Corporation, a Delaware limited partnership corporation (the “Partnership”"Company"), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) proposes to issue and sell to the several Underwriters 24,000,000 common units |X| shares (“"Firm Units”Securities") representing limited partner interests in the Partnership of its Class A Common Stock (the “Common Units”"Securities") and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units |X| additional shares (the “"Optional Units”Securities") of its Securities as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “"Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering Securities". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program CSFBC (the “Directed Unit Program”"Designated Underwriter") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to |X| shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "Participants"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Unit Participants”Share Program"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR Refining, LP, a Delaware limited partnership (the “Partnership”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units (the “Optional Units”) as set forth below. The Firm Units and the Optional Units, if purchased, are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering of the Offered Units, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit Program”) under which up to 2,400,000 Firm Units, or 10.0% of the Firm Units to be purchased by the Underwriters (the “Reserved Units”), shall be reserved for sale by UBS-FinSvc at the initial public offering price to the Partnership’s directors, officers, employees and other parties associated with the Partnership (collectively, the “Directed Unit Participants”) as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR EnergySantarus, Inc., a Delaware corporation (the “Sponsor”"Company"), that own petroleum refining proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the "Underwriters," or, each, an "Underwriter"), an aggregate of ____ shares of Common Stock, $0.0001 par value (the "Common Stock") of the Company. The aggregate of ____ shares so proposed to be sold is hereinafter referred to as the "Firm Stock". The Company also proposes to sell to the Underwriters, upon the terms and related logistics assetsconditions set forth in Section 3 hereof, up to an additional ______ shares of Common Stock (the "Optional Stock"). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the "Stock". XX Xxxxx Securities Corporation ("XX Xxxxx"), UBS Securities LLC ("UBS"), Xxxxxx Xxxxxx Partners LLC and RBC Capital Markets Corporation are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the "Representatives." As part of the offering contemplated by this Agreement, XX Xxxxx (the "Designated Underwriter") has agreed to reserve out of the Firm Stock purchased by it under this Agreement, up to ___ shares, for sale to the Company's customers and business partners and friends of the Company's officers, directors and employees (collectively, "Participants"), as described more particularly set forth in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defineddefined herein) under the heading "Underwriting" (the "Directed Share Program"). It is further understood and agreed The Firm Stock to be sold by the parties hereto that prior Designated Underwriter pursuant to the date hereof the following transactions Directed Share Program (the “Prior Transactions”"Directed Shares") occurred:will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. CVR RefiningIntegrated Defense Technologies, LPInc., a Delaware limited partnership corporation (the “Partnership”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”"COMPANY") pursuant to the terms of this agreement (this “Agreement”) proposes to issue and sell to the several Underwriters 24,000,000 common units o shares of its Common Stock, par value $.01 (“Firm Units”) representing limited partner interests in the Partnership (the “Common Units”"SECURITIES") and the stockholders listed in Schedule B hereto ("SELLING STOCKHOLDERS") propose severally to sell an aggregate of o outstanding shares of the Securities (such o shares of Securities being hereinafter referred to as the "FIRM SECURITIES"). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units (o additional shares of its Securities, and the “Optional Units”) Selling Stockholders also propose to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than o additional outstanding shares of the Company's Securities, as set forth belowbelow (such o additional shares being hereinafter referred to as the "OPTIONAL SECURITIES"). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering "OFFERED SECURITIES". As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. Credit Suisse First Boston Corporation (“UBS-FinSvc”"CSFBC") to administer a directed unit program (the “Directed Unit Program”"DESIGNATED UNDERWRITER") under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to o shares, for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "PARTICIPANTS"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Unit Participants”Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as part of the distribution of the Offered Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR RefiningXxxxxx Offshore, LPLLC, a Delaware limited partnership liability company, immediately following either its conversion into Xxxxxx Offshore Inc., a Delaware corporation, pursuant to Section 266 of the Delaware General Corporation Law, or its merger with and into a corporate subsidiary (an "Incorporation Event") (Xxxxxx Offshore LLC together with Xxxxxx Offshore Inc. to be collectively referred to herein as the “Partnership”"Company"), agrees with proposes to sell to the several Underwriters underwriters named in Schedule A I hereto (the “"Underwriters”) pursuant to the terms of this agreement (this “Agreement”) to issue and sell to the several Underwriters 24,000,000 common units (“Firm Units”) representing limited partner interests in the Partnership "), for whom you (the “"Representatives") are acting as representatives, 8,000,000 shares of Common Units”Stock, par value $.01 per share (the "Common Stock") and of the Company (the "Underwritten Securities"). The Company also proposes to issue and sell grant to the UnderwritersUnderwriters an option to purchase up to 1,200,000 additional shares of Common Stock (the "Option Securities"; the Option Securities, at together with the option Underwritten Securities, collectively being hereinafter called the "Securities"). As part of the Underwritersoffering contemplated by this Agreement, an aggregate of not more than 3,600,000 Common Units Credit Suisse First Boston Corporation (the “Optional Units”"Designated Underwriter") as set forth below. The Firm Units and the Optional Units, if purchased, are herein collectively called the “Offered Units.” The Partnership hereby acknowledges that, in connection with the proposed offering of the Offered Units, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) agreed to administer a directed unit program (the “Directed Unit Program”) under which reserve up to 2,400,000 Firm Units, or 10.05% of the Firm Units to be Underwritten Securities purchased by the Underwriters (the “Reserved Units”), shall be reserved it under this Agreement for sale by UBS-FinSvc at the initial public offering price to the Partnership’s Company's directors, officers, employees and other parties associated with the Partnership Company (collectively, "Participants"), as set forth in the “Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Unit Participants”Share Program"). The Underwritten Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") as part will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the distribution of business day on which this Agreement is executed will be offered to the Offered Units public by the Underwriters, subject to Underwriters as set forth in the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulationsProspectus. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc Company hereby agrees with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, several Underwriters as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurredfollows:

Introductory. CVR Refining, LPPIMCO Mortgage Income Trust Inc., a Delaware limited partnership Maryland corporation (the “PartnershipCompany”), ) agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) pursuant to ), for whom you are acting as representative (the terms of this agreement (this “AgreementRepresentative”) to issue and sell to the several Underwriters 24,000,000 common units 50,000,000 shares (“Firm UnitsSecurities”) representing limited partner interests in the Partnership of its common stock, par value $0.01 per share (the “Common UnitsStock”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 7,500,000 additional shares of Common Units Stock (the “Optional UnitsSecurities”) as set forth below). The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered UnitsSecurities.” The Partnership hereby acknowledges thatRepresentative, in connection with the proposed offering on behalf of the Offered UnitsUnderwriters, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program (the “Directed Unit Program”) under which agrees that up to 2,400,000 Firm Units, or 10.05% of the Firm Units Securities to be purchased by the Underwriters (the “Reserved Units”), under this Agreement shall be reserved for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties employees, or persons who are otherwise associated with the Partnership Manager (as defined below) (collectively, “Participants”), as set forth in the Final Prospectus (as defined below) under the heading “Underwriting” (the “Directed Unit ParticipantsShare Program”) ). The Directed Share Program shall be administered by Fidelity Capital Markets LLC, a division of National Financial Service LLC (the “Directed Share Provider”). The Shares to be sold by the Directed Share Provider and its affiliates pursuant to the Directed Share Program are referred to hereinafter as part the “Directed Shares”. Any Directed Shares not orally confirmed for purchase by any Participant by 12:00 P.M., New York City time on the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. In addition, the Company has entered into a management agreement (the “Management Agreement”), to be effective as of the distribution closing of the Offered Units by sale and purchase of the UnderwritersFirm Securities, subject with Pacific Investment Management Company LLC, a Delaware limited liability company (the “Manager”), pursuant to which the terms Manager will act as the manager and adviser of this the Company. The Company will also enter into a license agreement with an affiliate of the Manager (the “License Agreement” and, collectively with the Management Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “SponsorTransaction Agreements”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that prior to the date hereof the following transactions (the “Prior Transactions”) occurred:.

Introductory. CVR RefiningXxxxxx & Dunlop, LPInc., a Delaware limited partnership Maryland corporation (the “PartnershipCompany”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) pursuant to LLC, Xxxxx, Xxxxxxxx & Xxxxx, Inc. and Xxxxxx Xxxxxxx & Co. Incorporated are acting as representatives (the terms of this agreement (this “AgreementRepresentatives”) ), to issue and sell to the several Underwriters 24,000,000 an aggregate of [·] shares of the Company’s common units stock, $0.01 par value per share (“Firm UnitsSecurities”) representing limited partner interests in ); and the Partnership stockholders of the Company listed on Schedule B hereto (the “Common UnitsSelling Shareholders”) severally agree to sell to the several Underwriters an aggregate of [·] shares of the Company’s Securities. The [·] shares of Securities to be sold by the Company and the [·] shares of Securities to be sold by the Selling Shareholders are collectively called the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 Common Units [·] additional shares of its Securities (the “Optional UnitsSecurities”) as set forth below. The Firm Units Securities and the Optional Units, if purchased, Securities are herein collectively called the “Offered UnitsSecurities.” The Partnership hereby acknowledges that, in connection with the proposed offering As part of the Offered Unitsoffering contemplated by this Agreement, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed unit program Xxxxxx Xxxxxxx & Co. Incorporated (the “Directed Unit ProgramDesignated Underwriter”) under which up has agreed to 2,400,000 Firm Units, or 10.0% reserve out of the Firm Units to be Securities purchased by the Underwriters (the “Reserved Units”)it under this Agreement, shall be reserved up to [·] shares, for sale by UBS-FinSvc at the initial public offering price to the PartnershipCompany’s directors, officers, employees and other parties associated with the Partnership Company (collectively, “Participants”), as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (each as defined below) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus. Concurrently with or immediately prior to the First Closing Date (as defined below), the Company will complete a series of actions and transactions (the “Formation Transactions”) described in the Registration Statement, the General Disclosure Package and the Final Prospectus under the caption “Summary—Our History and Formation Transactions,” “Business—Our History and Formation Transactions” and “Certain Relationships and Related Transactions—Formation Transactions” pursuant to which Xxxxxx & Dunlop, LLC, Xxxxxx & Dunlop Multifamily, Inc., Xxxxxx & Dunlop GP, LLC, GPF Acquisition, LLC, W&D, Inc., Green Park Financial Limited Partnership, Xxxxxx & Dunlop II, LLC, Green Park Express, LLC and W&D Balanced Real Estate Fund I GP, LLC (each a “Predecessor” and collectively, the “Directed Unit ParticipantsPredecessors”) as will become direct or indirect subsidiaries of the Company. As part of the distribution Formation Transactions, the Company and certain other entities have entered into, or will enter into as of the Offered Units by First Closing Date, as the Underwriters, subject to the terms of this Agreementcase may be, the applicable rulesagreements identified on Schedule C hereto. Such agreements are hereinafter called, regulations collectively, the “Transaction Documents” and interpretations singly a “Transaction Document.” Unless the context requires otherwise, all references to “subsidiary” or “subsidiaries” of the Financial Industry Regulatory AuthorityCompany shall, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Offered Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those so designated to participate in the Directed Unit Program may decline to do so. It is understood and agreed by all parties hereto that the Partnership was recently formed to acquire a 100% interest in each of the entities indirectly owned by CVR Energy, Inc., a Delaware corporation (the “Sponsor”), that own petroleum refining and related logistics assets, as described more particularly in the General Disclosure Package, the Statutory Prospectus and the Contribution Agreement (as such terms are hereinafter defined). It is further understood and agreed to by the parties hereto that period prior to the date hereof consummation of the following transactions (Formation Transactions, be deemed to refer to and include a Predecessor or the “Prior Transactions”) occurred:Predecessors, as applicable.