Common use of Introductory Clause in Contracts

Introductory. C▇▇▇▇▇▇ Holdings, Inc. ("COMPANY"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. CRanger Energy Services, Inc., a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the several Underwriters 5,862,069 shares of its Class A common stock, $0.01 par value per share (“Securities”) (such 5,862,069 shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 879,310 additional shares of its Securities (all such additional shares of Securities being hereinafter collectively referred to as the “Optional Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this agreement (the “Agreement”), ▇▇▇▇▇ ▇▇▇▇▇▇▇ Holdings& Co. (“PJC” and, Inc. in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 293,103 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company ("COMPANY"collectively, “Participants”), a Delaware corporation, will have, upon as set forth in the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation Final Prospectus (as defined herein) under the heading “Underwriting” (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement“Directed Share Program”). The Company proposes Firm Securities to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") be sold by the Designated Underwriter pursuant to the several underwriters named in Schedule A as it may Directed Share Program (the “Directed Shares”) will be amended sold by the Pricing Designated Underwriter pursuant to this Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, at the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the price. Any Directed Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved subscribed for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of on which this Agreement, such Reserved Shares may Agreement is executed will be offered to the public by the Underwriters as part of set forth in the public Final Prospectus. The Company is a holding company that, following the transactions contemplated by this paragraph and the offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreementwill directly own a 55.1% membership interest in RNGR Energy Services, this Agreement shall be deemed to incorporate the Pricing AgreementLLC, a Delaware limited liability company (“Ranger LLC”). The Company hereby confirms 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 offering contemplated by this Agreement, on the First Closing Date, (x) Ranger Holdings I will contribute all of its agreement 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 and Torrent 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 “Torrent Assignment Transactions” and collectively with the Underwriters Ranger Assignment Transactions, the “Assignment Transactions”). Immediately prior to the consummation of the offering contemplated by this Agreement, the Company intends to amend and restate its certificate of incorporation to, among other things, authorize two classes of common stock, Class A common stock and Class B common stock.. The Company intends that the net proceeds of the sale of Optional Securities by the Company, if any, will be contributed to Ranger LLC in exchange for an additional number of Ranger Units equal to the number of shares of Class A common stock issued as follows:Optional Securities by the Company. Ranger LLC will use such net proceeds, if any, to purchase Ranger Units from Ranger Holdings I and Torrent Holdings I. The foregoing transactions (including the Assignment Transactions), as further described under the headings “Corporate Reorganization” and “Use of Proceeds” in the General Disclosure Package (as defined below), are referred to herein collectively as the “Reorganization Transactions”. Unless otherwise required by the context, references to the “Subsidiaries” of the Company in this Agreement refer to entities that will be subsidiaries of the Company after giving effect to the Reorganization Transactions, as evidenced by such entities being listed on Schedule C hereto.

Introductory. C▇▇▇▇▇▇ HoldingsFlextronics International Ltd., Inc. a Singapore company (the "COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares 1,312,500 of its authorized but unissued Common Stock Ordinary Shares S$.01 par value each in the capital of the Company (the "FIRM SHARESOrdinary Shares") to the several underwriters named in Schedule A as it may be amended by annexed hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who for whom you are acting severally and not jointlyas Representatives. The 1,312,500 shares to be sold by the Company are referred to as the "Firm Common Shares." In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 196,875 additional shares of Ordinary Shares (the "Optional Common Stock (Shares"OPTION SHARES") ), as provided in Section 4 hereof. The Firm Common Shares and, to the extent such option is exercised, the Option Shares, Optional Common Shares are hereinafter collectively referred to as the "SHARESCommon Shares." It is understood that the Company is concurrently entering into an agreement dated the date hereof (the "International Underwriting Agreement") providing for (i) the offering by the Company of 437,500 Ordinary Shares (the "Firm International Common Shares") through arrangements with certain underwriters outside the United States and Canada (the "International Managers"), and (ii) the grant by the Company to the International Managers of an option to purchase up to 65,625 additional Ordinary Shares solely to cover over-allotments, if any. It is understood that the Company is not obligated to sell, and the Underwriters are not obligated to purchase, any Firm Common Shares unless all of the Firm International Common Shares are contemporaneously purchased by the International Managers. 2 The Underwriters and the International Managers will concurrently enter into an Intersyndicate Agreement of even date herewith providing for the coordination of certain transactions among the Underwriters and the International Managers under the direction of Mont▇▇▇▇▇▇ ▇▇▇urities. You have advised the Company that the Underwriters propose to make a public offering of their respective portions the Common Shares on the effective date of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effectiveto, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), or as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters soon thereafter as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as your judgment is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreementadvisable. The Company hereby confirms its agreement with respect to the purchase of the Common Shares by the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsCertain shareholders of Dollar Tree Stores, Inc. Inc., a Virginia corporation (the "COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation named in Schedule B annexed hereto (the "CHARTER AMENDMENTSelling Shareholders"), ) propose to transfer and sell an authorized capital stock consisting aggregate of 10,000,000 shares(a) 10,747,848 shares of the outstanding Common Stock, $0.01 .01 par valuevalue per share, of Preferred the Company (the "Common Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, ") and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any b) warrants to purchase 4,252,152 shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") Stock, to the several underwriters named in Schedule A as it may be amended by annexed hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who for whom you are acting severally as Representatives. Said aggregate of 10,747,848 shares of Common Stock are herein called the "Firm Common Shares", and not jointlysaid Warrants to purchase 4,252,152 shares of Common Stock are herein called the "Warrants". In addition, the Company proposes Selling Shareholders propose to grant to the Underwriters an option to purchase up to 937,500 2,250,000 additional shares of Common Stock (the "OPTION SHARESOptional Common Shares") ), as provided in Section 4 5 hereof. The Firm Common Shares and, to the extent such the option described in Section 5 hereof is exercised, the Option Optional Common Shares, are hereinafter collectively referred to as the "SHARESCommon Shares." The Common Shares and the shares of Common Stock issuable upon exercise of the Warrants are hereinafter collectively referred to as the "Shares". You have advised the Company and the Selling Shareholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after on the effective date of the registration statement hereinafter referred to becomes effectiveto, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and deliveredor as soon thereafter as in your judgment is advisable. The Company and the Underwriters agree that up to 312,500 each of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior Selling Shareholders hereby confirm their respective agreements with respect to the purchase and public offering of the Common Shares and Warrants by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇▇ Holdings, Inc. ("COMPANY")▇▇▇▇ Homes, a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as “Company”) agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to sell to the Underwriters 1,000,000 6.50% tangible equity units (the “Units”) of the First Closing Date Company (such tangible equity units being hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding referred to as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement“Firm Securities”). The Company proposes also agrees to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by Underwriters, at the Pricing Agreement hereinafter defined option of the Underwriters, an aggregate of not more than 150,000 Units ("UNDERWRITERS"“Optional Securities”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereofset forth below. The Firm Shares andSecurities and the Optional Securities are herein collectively called the “Offered Securities.” Each Offered Security has a stated amount of $100 (the “Stated Amount”) and consists of (1) a prepaid stock purchase contract (each, a “Purchase Contract”) under which the holder has purchased and the Company will agree to automatically deliver on December 1, 2017, subject to acceleration in connection with any early settlement of such Purchase Contract pursuant to the provisions thereof and of the Purchase Contract Agreement (the “Purchase Contract Agreement”), to be dated as of the extent Closing Date (as defined herein), by and between the Company, U.S. Bank National Association, as purchase contract agent (in such option is exercisedcapacity, the Option Shares“Purchase Contract Agent”) and U.S. Bank National Association, are hereinafter collectively referred to as trustee under the "SHARES." You have advised Indenture (as defined herein) (the Company that “Trustee”), a number of shares (the Underwriters propose to make a public offering “Issuable Common Stock”) of their respective portions Class A Common Stock, par value $0.01 per share (the “Common Stock”) of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effectiveCompany, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject determined pursuant to the terms of this Agreementthe Purchase Contract and the Purchase Contract Agreement and (2) a senior subordinated amortizing note with a scheduled final installment payment date of December 1, 2017 (each, an “Amortizing Note’) issued by the Company, each of which Amortizing Note will have an initial principal amount of $18.01 and will pay equal quarterly installment of $1.625 (or, in the case of the installment payment due on March 1, 2015, $1.8056), which in the aggregate would be equivalent to a 6.50% cash distribution per year on the Stated Amount per Offered Security. The Amortizing Notes will be issued pursuant to an indenture, as supplemented by a related supplemental indenture, in each case, to be dated as of the Closing Date (together, as further amended and supplemented, the applicable rules“Indenture”), regulations by and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A heretoTrustee. The offering of the Shares Purchase Contracts will be governed by this issued pursuant to the Purchase Contract Agreement. This Agreement, as supplemented by the Pricing Agreement. From and after Offered Securities, the date of the execution and delivery of the Pricing Purchase Contract Agreement, this Agreement shall the Issuable Common Stock and the Indenture are referred to herein collectively as the “Securities Documents”. Each reference herein to the Offered Securities, the Firm Securities or the Optional Securities will be deemed to incorporate include a reference to the Pricing Agreement. The Company hereby confirms its agreement with constituent Purchase Contracts and Amortizing Notes, unless the Underwriters as follows:context otherwise requires.

Introductory. C▇▇▇▇▇▇ HoldingsAmerican Public Education, Inc. ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"“Amended and Restated Charter”), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 100,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"“Common Stock”), of which 18,141,306 17,048,772 shares will be outstanding as of the First Closing Date hereinafter defined (defined, excluding any shares of Common Stock that may be issued upon the exercise of options after the date of this Agreement of stock options outstanding as of the date of this Agreement). The Company proposes to issue and sell 6,250,000 4,687,500 shares of its authorized but unissued Common Stock ("FIRM SHARES"“Firm Shares”) to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 703,125 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 243,375 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES"“Reserved Shares”) shall be reserved for sale by the Underwriters to certain eligible employees of the Company and independent loan review specialists certain other individuals identified by the officers and directors of the Company (the "INVITEES"“Invitees”), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("“NASD"”) and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of 1 Plus an option to acquire up to 703,125 additional shares to cover overallotments. the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsAmbac Financial Group, Inc. ("COMPANY")Inc., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of agrees with the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock several Underwriters named in Schedule A hereto ("COMMON STOCK"“Underwriters”), of which 18,141,306 shares will be outstanding for whom you are acting as of the First Closing Date hereinafter defined representatives (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement“Representatives”). The Company proposes , to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by Underwriters 5,000,000 Equity Units of the Pricing Agreement hereinafter defined Company ("UNDERWRITERS"“Firm Securities”), who are acting severally and also agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not jointly. In addition, more than 750,000 additional Equity Units of the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES"“Optional Securities”) as provided in Section 4 hereofset forth below. The Firm Shares andSecurities and the Optional Securities are herein collectively called the “Offered Securities”. Each Equity Unit has a stated amount of $50.00 (“Stated Amount”) and initially consists of (i) a Purchase Contract (each, a “Purchase Contract”) pursuant to which the holder will agree to purchase and the Company will agree to sell on May 17, 2011 (“Purchase Contract Settlement Date”), subject to acceleration in connection with any early settlement of such Purchase Contract pursuant to the provisions of the Purchase Contract Agreement (as defined below) for a price of the Stated Amount per Equity Unit, (x) in the event that the Authorized Share Condition (as defined herein) has been satisfied at such time, a number of shares of common stock (“Issuable Common Stock”) of the Company, par value $0.01 per share (“Common Stock”), determined pursuant to the terms of the Purchase Contract Agreement (as defined herein), or (y) in the event that the Authorized Share Condition has not been satisfied at such time, a number of shares of series A mandatory convertible participating preferred stock (“Issuable Preferred Stock”) of the Company (“Participating Preferred Stock”), as determined pursuant to the terms of the Purchase Contract Agreement and the Certificate of Designations with respect thereto, and (ii) a 1/20, or 5.0%, undivided beneficial ownership interest in a $1,000 principal amount senior note of the Company due 2021 (“Notes”). The Purchase Contracts will be issued pursuant to the Purchase Contract Agreement, to be dated the extent such option is exercisedClosing Date (as defined herein) (“Purchase Contract Agreement”), between the Option SharesCompany and The Bank of New York, as purchase contract agent (“Purchase Contract Agent”). The Purchase Contracts together with the related Notes are hereinafter collectively herein referred to as the "SHARES“Corporate Units." You have advised ” A holder of Corporate Units, at its option, may elect to create “Treasury Units” by substituting pledged U.S. Treasury securities for any pledged ownership interests in the Notes. Unless otherwise indicated, the term “Equity Units” includes both Corporate Units and Treasury Units. The Notes are to be issued under a senior indenture, dated as of February 15, 2006 (“Base Indenture”), between the Company that and The Bank of New York, as trustee (“Trustee”), as amended and supplemented by a supplemental indenture to be dated the Underwriters propose Closing Date between the Company and the Trustee (“First Supplemental Indenture”, together with the Base Indenture, “Indenture”). A holder’s ownership interest in the Notes initially will be pledged to make a public offering of their respective portions secure such holder’s obligation to purchase the Issuable Common Stock or Issuable Preferred Stock, as the case may be, on the Purchase Contract Settlement Date, such pledge to be on the terms and conditions set forth in the Pledge Agreement (“Pledge Agreement”), to be dated as of the Shares Closing Date (as soon defined herein), among the Company, The Bank of New York, as you deem advisable after the registration statement hereinafter referred to becomes effectivecollateral agent, if it has not yet become effectivecustodial agent and securities intermediary (“Collateral Agent”), and the Pricing Agreement hereinafter defined has been executed and deliveredPurchase Contract Agent. The Pursuant to a remarketing agreement to be dated the Closing Date (“Remarketing Agreement”) between the Company and the Underwriters agree that Representatives, acting as reset agent and remarketing agent (“Remarketing Agents”), the Notes will be remarketed, subject to certain terms and conditions. The “Component Securities” means, collectively, the Purchase Contracts, the Notes and the Issuable Common Stock or Issuable Preferred Stock, as the case may be. The terms and rights of any particular issuance of Offered Securities and/or Component Securities shall be as specified in (i) the Indenture, (ii) the Purchase Contract Agreement and (iii) the Pledge Agreement, as applicable (each document listed in clauses (i) through (iii), together with the Remarketing Agreement, a “Securities Agreement” and collectively the “Securities Agreements”). As part of the offering contemplated by this Agreement, Citigroup Global Markets Inc. (“Citi”) has agreed to reserve out of the Offered Securities set forth opposite its name on the Schedule II to this Agreement, up to 312,500 one percent (1%) of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved Equity Units, for sale by to the Underwriters to certain eligible employees Company’s officers, directors and independent loan review specialists of the Company managing directors (the "INVITEES"collectively, “Participants”), as part of set forth in the distribution of General Disclosure Package and Final Prospectus (each as defined below) under the Shares heading “Underwriting” therein (the “Directed Share Program”). The Offered Securities to be sold by the Underwriters, subject Citi pursuant to the terms of Directed Share Program (the “Directed Shares”) will be sold by Citi pursuant to this Agreement, Agreement at the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulationspublic offering price. To the extent that any such Reserved Any Directed Shares are not orally confirmed for purchase by Invitees any Participants by 7:30 A.M. New York City time on the end of the first business day after following the date of on which this Agreement, such Reserved Shares may Agreement is executed will be offered to the public by the Underwriters Representatives as part of set forth in the public offering contemplated herebyFinal Prospectus. ---------- Concurrently herewith, the Company also proposes to issue and sell, pursuant to a separate underwriting agreement (1“Common Stock Underwriting Agreement”) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase be entered into by and public offering of the Shares by the several Underwriters, among the Company and the Representativeunderwriters named therein (“Common Stock Underwriters”), acting on behalf 171,111,112 shares of Common Stock, and the Company also proposes to issue and sell to the Common Stock Underwriters, at the option of the several Common Stock Underwriters, shall enter into an agreement substantially aggregate of not more than 25,666,667 additional shares of Common Stock to cover over-allotments in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:connection therewith.

Introductory. C▇▇▇▇▇▇ HoldingsFirst Potomac Realty Trust, Inc. a Maryland real estate investment trust ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by (the Pricing Agreement hereinafter defined “Underwriters”) an aggregate of 1,600,000 of its 7.750% Series A Cumulative Redeemable Perpetual Preferred Shares ("UNDERWRITERS"the “Firm Shares”) of beneficial interest, par value $.001 per share (the “Preferred Shares”), who are acting severally and not jointly. In addition, the Company proposes to grant has granted to the Underwriters an option to purchase up to 937,500 an additional shares of Common Stock 200,000 Preferred Shares ("OPTION SHARES") the “Option Shares”), as provided in Section 4 hereof2. The Firm Shares and, if and to the extent such option is exercised, the Option Shares are collectively called the “Shares.” ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Shares. To the extent there are no additional Underwriters named in Schedule A other than ▇▇▇▇▇ Fargo, the term Representative shall mean ▇▇▇▇▇ Fargo as the Underwriters, and the term Underwriters shall mean either the singular or the plural as the context requires. The Company previously issued and sold 4,000,000 Preferred Shares on January 18, 2011 and an additional 600,000 Preferred Shares on January 28, 2011 (in connection with the exercise of the underwriters’ overallotment option) pursuant to a registration statement on Form S-3 filed with the Commission (as defined below) on April 6, 2007, which was subsequently amended on August 19, 2008 and August 22, 2008 (File No. 333-142147) (the “2011 Preferred Shares”). All such 2011 Preferred Shares are outstanding as of the date hereof. The Shares will have identical terms and conditions as the 2011 Preferred Shares, are hereinafter collectively other than issue date, issue price and the date from which dividends payable on the Shares will begin to accrue, and will constitute an additional issuance of and form a single series with, the 2011 Preferred Shares. The Company is the sole general partner of First Potomac Realty Investment Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), that serves as the Company’s primary operating partnership subsidiary. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), on July 1, 2011 an automatic shelf registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 (File No. 333-175330), which contains a base prospectus relating to certain securities, including the Shares, to be issued by the Company from time to time (the “Base Prospectus”). Such registration statement, including all amendments thereto filed prior to the Applicable Time (as herein defined), herein referred to as the "SHARES." You have advised “Registration Statement,” shall be deemed to include all information omitted therefrom in reliance upon Rules 430A or 430B under the Securities Act and all information incorporated by reference therein. The final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof filed by the Company that with the Underwriters propose Commission pursuant to make a public offering of their respective portions of Rule 424(b) under the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, Securities Act and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale first used by the Underwriters to certain eligible employees and independent loan review specialists confirm sales of the Company (Shares is herein referred to as the "INVITEES")“Prospectus.” The Base Prospectus, as part supplemented by any preliminary prospectus supplement relating to the Shares and the offering thereof most recently filed by the Company with the Commission pursuant to Rule 424(b) and used prior to the date hereof is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the distribution foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein and any supplements or amendments thereto, filed with the Commission after the Effective Date (as herein defined) of the Registration Statement or the issue date of any Preliminary Prospectus or the Prospectus under Rule 424(b) under the Securities Act, as the case may be, and prior to the termination of the offering of the Shares by the Underwriters, subject to the terms . Each of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company Operating Partnership hereby confirms its agreement agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsCheap Tickets, Inc. Inc., a Delaware corporation ("COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, shares of Preferred Stock, par value $0.01 per share, of which no 425,000 shares will be of Preferred Stock were outstanding as of the First Closing Date hereinafter defined___________, 1999 and 150,000,000 shares, $0.01 par value, 70,000,000 shares of Common Stock Stock, par value $0.001 per share ("COMMON STOCKCommon Stock"), of which 18,141,306 14,473,676 shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 an aggregate of 3,500,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing ---------- Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Such total of 3,500,000 shares of Common Stock proposed to be sold by the Company is hereinafter referred to as the "Firm Shares." In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 525,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the --------- form of an exchange of any standard form of written telecommunication between the Company and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares --------- will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of _____________ /1/ Plus an option to acquire up to 525,000 additional shares from the Company to cover overallotments. the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The registration statement referred to in Section 2(a) below (as amended, if applicable) at the time it becomes effective and the prospectus constituting a part thereof (including the information, if any, deemed to be part thereof pursuant to Rule 430A(b) and/or Rule 434), as from time to time amended or supplemented, are hereinafter referred to as the "Registration Statement," and the "Prospectus," respectively, except that if any revised prospectus shall be provided to the Underwriters by the Company for use in connection with the offering of the Shares which differs from the Prospectus on file at the Commission at the time the Registration Statement became or becomes effective (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b)), the term Prospectus shall refer to such revised prospectus from and after the time it was provided to the Underwriters for such use. If the Company elects to rely on Rule 434 of the 1933 Act, all references to "Prospectus" shall be deemed to include, without limitation, the form of prospectus and the term sheet, taken together, provided to the Underwriters by the Company in accordance with Rule 434 of the 1933 Act ("Rule 434 Prospectus"). Any registration statement (including any amendment or supplement thereto or information which is deemed part thereof) filed by the Company under Rule 462(b) ("Rule 462(b) Registration Statement") shall be deemed to be part of the "Registration Statement" as defined herein, and any prospectus (including any amendment or supplement thereto or information which is deemed part thereof) included in such registration statement shall be deemed to be part of the "Prospectus," as defined herein, as appropriate. The Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder are hereinafter collectively referred to as the "Exchange Act." The Company hereby confirms its agreement agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsBrite Voice Systems, Inc. ("COMPANY"), ) a Delaware Kansas corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, shares of Preferred Stock, no par value, none of which no shares will be were outstanding as of the First Closing Date hereinafter definedFebruary ___, 1996 and 150,000,000 shares, $0.01 par value, 30,000,000 shares of Common Stock Stock, no par value ("COMMON STOCK"), of which 18,141,306 __________ shares will be were outstanding as of such date. Certain stockholders of the First Closing Date hereinafter defined Company (excluding any collectively referred to as the "SELLING STOCKHOLDERS" and named in Schedule A) propose to sell 1,377,401 shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined you ("UNDERWRITERSUNDERWRITER"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters you an option to purchase up to 937,500 206,610 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company and the Selling Stockholders that the Underwriters you propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwritersyou, you, the Company and the Representative, acting on behalf of the several Underwriters, Selling Stockholders shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative you and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their agreements with the Underwriters you as follows:: ------------------------- * Plus an option to acquire up to 206,610 additional shares to cover overallotments.

Introductory. C▇▇▇▇▇▇ HoldingsMade2Manage Systems, Inc. Inc., an Indiana corporation (the "COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 no par value, of Common Stock ("Common Stock") and 2,000,000 shares, no par value, of Preferred Stock, of which no 1,686,451 shares will be were outstanding as of the First Closing Date hereinafter definedOctober 15, 1997. The Company, and 150,000,000 shares, $0.01 par value, of Common Stock the person named in Schedule II (the "COMMON STOCKPrimary Selling Shareholder"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes propose to issue and sell 6,250,000 2,000,000 shares of its authorized but unissued Common Stock (the "FIRM SHARESFirm Shares") of Common Stock, of which 1,800,000 shares are to be issued and sold by the Company and 200,000 shares are to be sold by the Primary Selling Shareholder to the several underwriters named in Schedule A I as it may be amended by the Pricing Agreement hereinafter defined (the "UNDERWRITERSUnderwriters"), who are acting severally and not jointly. In addition, certain persons named in Schedule III (the Company proposes "Option Selling Shareholders") propose to grant to the Underwriters an option to purchase up to 937,500 300,000 additional shares of Common Stock ("OPTION SHARESOption Shares") ), in the respective amounts set forth opposite their respective names in Schedule III, as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." The Primary Selling Shareholder and the Option Selling Shareholders are hereinafter collectively referred to as the "Selling Shareholders." Each Selling Shareholder has executed and delivered a Custody Agreement and a Power of Attorney in the form attached hereto as Exhibit A (collectively, the "Custody Agreement and Power of Attorney") pursuant to which each Selling Shareholder has placed his Firm Shares in custody and appointed the persons designated therein as a committee (the "Committee") with authority to execute and deliver this Agreement on behalf of such Selling Shareholder and to take certain other actions with respect thereto and hereto. -------------------------------------------------------------------------------- *Plus an option to acquire up to 300,000 additional shares to cover over-allotments. You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A B hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A B hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Shareholders hereby confirms its confirm their agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsFred's, Inc. ("COMPANYCompany"), a Delaware Tennessee corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of (i) 10,000,000 shares, $0.01 par value, shares of Preferred Stock, having no par value ("Preferred Stock") of which no shares will be were outstanding as of the First Closing Date hereinafter defineddate hereof, and 150,000,000 shares(ii) 30,000,000 shares of Class A Common Stock, $0.01 having no par value, of Common Stock value ("COMMON STOCKClass A Common Stock"), of which 18,141,306 15,229,044 shares will be were outstanding as of the First Closing Date hereinafter defined date hereof and (excluding any iii) 11,500,000 shares of Class B Common Stock that may be issued upon exercise Stock, having no par value ("Class B Common Stock") of options after which no shares were outstanding as of the date of this Agreement)hereof. The Company proposes to issue and sell 6,250,000 1,500,000 shares of its authorized but unissued Class A Common Stock and certain shareholders of the Company named in Schedule B (collectively referred to as the "FIRM SHARESSelling Shareholders") propose to sell 150,000 shares of Class A Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively the aggregate 1,650,000 shares of Class A Common Stock proposed to be sold by the Company and the Selling Shareholders are herein after referred to as the "Firm Shares" In addition, the Selling Shareholders and the Company proposes propose to grant to the Underwriters an option to purchase up to 937,500 165,000 additional shares of Class A Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Underwriters and the Representative, acting on behalf of the several UnderwritersSelling Shareholders, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Shareholders and the Representative Underwriters and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Shareholders hereby confirms its confirm their agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsPortfolio Recovery Associates, Inc. ("COMPANY")Inc., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), has an authorized capital stock consisting of 10,000,000 shares2,000,000 shares of preferred stock, $0.01 par value, of Preferred which no shares were outstanding as of the date hereof and 30,000,000 shares of common stock, $0.01 par value (“Common Stock”), of which no [ ] shares will be outstanding as immediately prior to the closing of the First Closing Date hereinafter defined, offering of shares contemplated by this Agreement. Certain stockholders of the Company (collectively referred to as the “Selling Stockholders” and 150,000,000 shares, $0.01 par value, named in Schedule B) propose to sell in the aggregate 1,700,000 shares (the “Firm Shares”) of the Company’s issued and outstanding Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes Selling Stockholders propose to grant to the Underwriters an option to purchase in aggregate up to 937,500 255,000 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” W▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. has the authority, subject to the terms and conditions contained herein, to act on behalf of the several Underwriters hereunder. You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the Representative, acting on behalf of the several Underwriters, Underwriters shall enter into an agreement substantially in the form of Exhibit A 1Plus an option to acquire up to 255,000 additional shares to cover overallotments. hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Underwriters and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsSubject to the terms and conditions contained herein, Inc. ("COMPANY"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 to the Underwriters 1,650,000 shares of its authorized but unissued common stock (the "Common Stock") and 1,650,000 redeemable warrants to purchase Common Stock (the "FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSWarrants"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of The Common Stock ("OPTION SHARES") as provided in Section 4 hereofand Warrants shall be offered and sold separately and traded separately on the American Stock Exchange. The Firm Shares andFor the purpose of this Agreement, references hereinafter to the extent such option is exercised, the Option Shares, are hereinafter collectively Common Stock and Warrants shall sometimes be referred to as the "SHARES.Securities" You have advised where appropriate. In addition, solely for the purpose of covering over-allotments, the Company that grants to the Underwriters propose Representative options to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that purchase up to 312,500 an additional 247,500 shares of the Shares to be purchased by the Underwriters Common Stock and/or 247,500 Warrants (the "RESERVED SHARESAdditional Securities") ), which options to purchase shall be reserved for sale by exercisable, in whole or in part, from time to time during the Underwriters to certain eligible employees and independent loan review specialists of sixty (60) day period commencing on the Company date on which the Registration Statement (as hereinafter defined) is initially declared effective (the "INVITEESEffective Date") by the Securities and Exchange Commission (the "Commission"). Unless otherwise noted, as part the Common Stock, together with the additional 247,500 shares of Common Stock issuable on exercise of the distribution over-allotment option, is referred to hereinafter as the "Common Stock" and the Warrants and the 247,500 Warrants issuable on exercise of the Shares by over-allotment option are referred to hereinafter as the Underwriters"Warrants". Each Warrant will entitle the holder to purchase one share of Common Stock (a "Warrant Share") at a price equal to 125% of the offering price of the Common Stock during the four year exercise period of the Warrants, subject to the terms Company's right of this Agreement, redemption. The Warrants may be redeemed by the applicable rules, regulations and interpretations Company commencing one year from the Effective Date of the National Association Registration Statement upon at least 30 days prior written notice, in whole but not in part, at a price of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To $.25 per Warrant provided the extent that any such Reserved Shares are not orally confirmed closing bid price for purchase by Invitees by the end Company's Common Stock is at least 175% of the first business exercise price of the Warrant during each day after of the twenty (20) trading days immediately preceding the date of this Agreementthe Company's written notice of redemption; provided, that notice of any such Reserved Shares may redemption must be offered to the public by the Underwriters as part given not more than five days after such 20 day trading period. The terms and provisions of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares Warrants shall be governed by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an a warrant agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and its transfer agent (the Representative and shall specify such applicable information as is indicated in Exhibit A hereto"Warrant Agreement"), which Warrant Agreement will contain, among other provisions, anti-dilution protection for warrantholders on terms acceptable to the Representative. The offering of Common Stock, Warrants and Additional Securities are more fully described in the Shares will be governed by this Agreement, as supplemented by Prospectus referred to below. All references to the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement Company below shall be deemed to incorporate include, where appropriate, the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:Company's subsidiaries, if any.

Introductory. C▇▇▇▇▇▇ HoldingsThis Agreement is among Whitestone REIT, Inc. a Maryland real estate investment trust ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation JMP Securities LLC (the "CHARTER AMENDMENT")“Underwriter”) with respect to (i) the sale by the Company and the purchase by the Underwriter of 3,750,000 common shares of beneficial interest, an authorized capital stock consisting of 10,000,000 shares, par value $0.01 par value, of Preferred Stock, of which no shares will be outstanding as 0.001 per share of the First Closing Date hereinafter defined, Company (the “Common Shares”) and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as ii) the grant by the Company to the Underwriter of the First Closing Date hereinafter defined (excluding option described in Section 2 hereof to purchase all or any shares part of 562,500 additional Common Stock that may be issued upon exercise of options after the date of this Agreement)Shares. The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional aforesaid 3,750,000 shares of Common Stock ("OPTION SHARES"the “Firm Shares”) as provided to be purchased by the Underwriter and all or any part of the 562,500 Common Shares subject to the option described in Section 4 hereof. The Firm Shares and2 hereof (the “Optional Shares”) are herein called, to the extent such option is exercisedcollectively, the Option “Shares, are hereinafter collectively referred to as the "SHARES." You have advised the ” The Company understands that the Underwriters propose Underwriter proposes to make a public offering of their respective portions of the Shares as soon as you deem the Underwriter deems advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing this Agreement hereinafter defined has been executed and delivered. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-203727) covering the public offering and sale of certain securities, including the Shares, under the Securities Act of 1933, as amended (the “Securities Act”), and the Underwriters agree rules and regulations promulgated thereunder (the “Securities Act Regulations”), which shelf registration statement was declared effective by the Commission on May 18, 2015. Such registration statement, as of any time, means such registration statement as amended by any post-effective amendments thereto to such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B under the Securities Act Regulations (“Rule 430B”), is referred to herein as the “Registration Statement;” provided, however, that up the “Registration Statement” without reference to 312,500 a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Shares, which time shall be considered the “new effective date” of such registration statement with respect to the Shares within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be purchased by a part thereof as of such time pursuant to the Underwriters (Rule 430B. Each preliminary prospectus used in connection with the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists offering of the Company (Shares, including the "INVITEES")documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, are collectively referred to herein as part of the distribution of the Shares by the Underwriters, subject to the terms a “preliminary prospectus.” Promptly after execution and delivery of this Agreement, the applicable rulesCompany will prepare and file a final prospectus relating to the Shares in accordance with the provisions of Rule 424(b) under the Securities Act Regulations (“Rule 424(b)”). The final prospectus, regulations and interpretations in the form filed with the Commission pursuant to Rule 424(b) in connection with the offering of the National Association Shares, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities DealersAct, Inc. ("NASD") and all other applicable laws, rules and regulations. To are collectively referred to herein as the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date “Prospectus.” For purposes of this Agreement, such Reserved Shares may be offered all references to the public by Registration Statement, any preliminary prospectus, the Underwriters as part Prospectus or any amendments or supplements to any of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement foregoing shall be deemed to incorporate include the Pricing Agreement. The Company hereby confirms its agreement copy filed with the Underwriters as followsCommission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system)(“▇▇▇▇▇”). As used in this Agreement:

Introductory. C▇▇▇▇▇▇ HoldingsCosi, Inc. ("COMPANYCompany"), ) a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares40,000,000 shares of Preferred Stock, $0.01 par value, of Preferred Stock, of which no 6,467,751 shares will be were outstanding as of the First Closing Date hereinafter defined____________, 2002 and 150,000,000 100,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 4,544,893 shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 5,555,556 shares of its authorized but unissued Common Stock ("FIRM SHARESFirm Shares") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 833,333 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares Shares (1) Plus an option to acquire up to 833,333 additional shares to cover overallotments. will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsSubject to the terms and conditions contained herein, Inc. ("COMPANY"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 to the Underwriters 1,650,000 shares of its authorized but unissued common stock (the "Common Stock") and 1,650,000 redeemable warrants to purchase Common Stock (the "FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSWarrants"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of The Common Stock ("OPTION SHARES") as provided in Section 4 hereofand Warrants shall be offered and sold separately and traded separately on the Nasdaq SmallCap Market. The Firm Shares andFor the purpose of this Agreement, references hereinafter to the extent such option is exercised, the Option Shares, are hereinafter collectively Common Stock and Warrants shall sometimes be referred to as the "SHARES.Securities" You have advised where appropriate. In addition, solely for the purpose of covering over-allotments, the Company that grants to the Underwriters propose Representative options to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that purchase up to 312,500 an additional 247,500 shares of the Shares to be purchased by the Underwriters Common Stock and/or 247,500 Warrants (the "RESERVED SHARESAdditional Securities") ), which options to purchase shall be reserved for sale by exercisable, in whole or in part, from time to time during the Underwriters to certain eligible employees and independent loan review specialists of sixty (60) day period commencing on the Company date on which the Registration Statement (as hereinafter defined) is initially declared effective (the "INVITEESEffective Date") by the Securities and Exchange Commission (the "Commission"). Unless otherwise noted, as part the Common Stock, together with the additional 247,500 shares of Common Stock issuable on exercise of the distribution over-allotment option, is referred to hereinafter as the "Common Stock" and the Warrants and the 247,500 Warrants issuable on exercise of the Shares by over-allotment option are referred to hereinafter as the Underwriters"Warrants". Each Warrant will entitle the holder to purchase one share of Common Stock (a "Warrant Share") at a price equal to 125% of the offering price of the Common Stock during the four year exercise period of the Warrants, subject to the terms Company's right of this Agreement, redemption. The Warrants may be redeemed by the applicable rules, regulations and interpretations Company commencing one year from the Effective Date of the National Association Registration Statement upon at least 30 days prior written notice, in whole but not in part, at a price of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To $.25 per Warrant provided the extent that any such Reserved Shares are not orally confirmed closing bid price for purchase by Invitees by the end Company's Common Stock is at least 175% of the first business exercise price of the Warrant during each day after of the twenty (20) trading days immediately preceding the date of this Agreementthe Company's written notice of redemption; provided, that notice of any such Reserved Shares may redemption must be offered to the public by the Underwriters as part given not more than five days after such 20 day trading period. The terms and provisions of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares Warrants shall be governed by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an a warrant agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and its transfer agent (the Representative and shall specify such applicable information as is indicated in Exhibit A hereto"Warrant Agreement"), which Warrant Agreement will contain, among other provisions, anti-dilution protection for warrantholders on terms acceptable to the Representative. The offering of Common Stock, Warrants and Additional Securities are more fully described in the Shares will be governed by this Agreement, as supplemented by Prospectus referred to below. All references to the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement Company below shall be deemed to incorporate include, where appropriate, the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:Company's subsidiaries, if any.

Introductory. C▇▇▇▇▇▇ HoldingsAmerican Public Education, Inc. ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 100,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"“Common Stock”), of which 18,141,306 [___] shares will be outstanding as of the First Closing Date hereinafter defined (defined, excluding any shares of Common Stock that may be issued upon the exercise of options after the date of this Agreement of stock options outstanding as of the date of this Agreement). The Company proposes to issue and sell 6,250,000 [ ] shares of its authorized but unissued Common Stock, and certain stockholders of the Company (as named in Schedule B, the “Selling Stockholders”) propose to sell in the aggregate [ ] shares of the Company’s issued and outstanding Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. Collectively, such total of [ ] shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the “Firm Shares.” In addition, certain of the Company proposes Selling Stockholders propose to grant to the Underwriters an option options to purchase up to 937,500 an aggregate of [ ] additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is options are exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between among the Company Company, the Selling Stockholders and the Representative and shall 1 Plus options to acquire up to an aggregate of [ ] additional shares to cover overallotments. specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Stockholders hereby confirms its confirm their agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsPortfolio Recovery Associates, Inc. ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 2,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 30,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"“Common Stock”), of which 18,141,306 15,520,235 shares were outstanding as of the date hereof, and no other shares of Common Stock will be outstanding have been issued as of the First Closing Date hereinafter defined (excluding any defined, except for shares of Common Stock that may be issued upon the exercise of stock options after outstanding as of the date hereof or shares of Common Stock issued pursuant to this Agreement). The Company proposes to issue and sell 6,250,000 1,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES"the “Firm Shares”) to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option options to purchase up to 937,500 an aggregate of 187,500 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is options are exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. 1 Plus an option to acquire up to 187,500 additional shares to cover overallotments. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. ("COMPANY")CNH Wholesale Receivables LLC, a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation limited liability company (the "CHARTER AMENDMENT"“Transferor”), an authorized capital stock consisting of 10,000,000 sharesproposes to cause CNH Wholesale Master Note Trust, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of a Delaware statutory trust (the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"“Trust” or the “Issuer”), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares $698,489,000 principal amount of its authorized but unissued Common Stock Floating Rate Class A Asset Backed Notes, Series 2005-1 ("FIRM SHARES"the “A Notes”) and $51,511,000 principal amount of Floating Rate Class B Asset Backed Notes, Series 2005-1 (the “B Notes” and, together with the A Notes, the “Notes”), to the several underwriters named in Schedule A as it may be amended by I hereto (collectively, the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who for whom you are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters representatives (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Representatives”). The Pricing Agreement may take assets of the form Trust include, among other things, wholesale receivables generated by CNH Capital America LLC (formerly known as Case Credit Corporation), a Delaware limited liability company (“CNH Capital”), from time to time in certain revolving floorplan financing arrangements with selected agricultural and construction equipment and/or parts dealers (the “Receivables”) and collections on the Receivables. Certain Receivables existing at the opening of an exchange business on June 1, 2005 (the “Cut-Off Date”), have been, and substantially all Receivables arising thereafter have been and will continue to be, sold, assigned, transferred and conveyed by CNH Capital to the Transferor pursuant to a Receivables Purchase Agreement, dated as of any standard form of written telecommunication September 1, 2003 (as amended from time to time, the “Purchase Agreement”), between the Company Transferor and CNH Capital. The Transferor has sold, assigned, transferred and conveyed such property to the Issuer pursuant to the Transfer and Servicing Agreement dated as of September 1, 2003 (as amended from time to time, the “Transfer and Servicing Agreement”), among the Transferor, CNH Capital, as servicer (in such capacity, the “Servicer”) and the Representative and shall specify such applicable information as is indicated in Exhibit A heretoIssuer. The offering of Issuer in turn has pledged such property to the Shares Indenture Trustee under the Indenture. The Receivables are serviced for the Trust by CNH Capital. The Notes will be governed by this Agreementissued pursuant to the Indenture dated as of September 1, 2003 (the “Indenture”), between the Trust and JPMorgan Chase Bank, N.A. (the “Indenture Trustee”), as supplemented by the Pricing AgreementSeries 2005-1 Supplement to be dated as of June 29, 2005 (the “Series Supplement”), between the Trust and the Indenture Trustee. From Capitalized terms used and after not otherwise defined herein shall have the date of meanings ascribed to them in the execution Transfer and delivery of the Pricing Servicing Agreement, this or, if not defined therein, in the Indenture or the Trust Agreement shall be deemed dated as of September 1, 2003 (as amended and supplemented from time to incorporate time, the Pricing “Trust Agreement. ”), between the Transferor and The Company hereby confirms its agreement with Bank of New York, as owner trustee (the Underwriters as follows:“Owner Trustee”).

Introductory. C▇▇▇▇▇▇ HoldingsHouston Wire & Cable Company, Inc. a Delaware corporation ("COMPANYCompany"), a Delaware corporationhas an authorized share capital consisting of 100,000,000 shares, will have$0.001 par value, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation Common Stock (the "CHARTER AMENDMENTCommon Stock"), an authorized capital stock consisting of 10,000,000 which 20,867,172 shares will be outstanding as of the First Closing Date hereinafter defined, and 5,000,000 shares, $0.01 0.001 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 4,250,000 shares of its authorized but unissued Common Stock Stock, and certain shareholders of the Company (as named in Schedule B, the "FIRM SHARESSelling Shareholders") propose to sell in the aggregate 4,250,000 shares of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively, such total of 8,500,000 shares of Common Stock proposed to be sold by the Company and the Selling Shareholders is hereinafter referred to as the "Firm Shares." In addition, the Company proposes Selling Shareholders propose to grant to the Underwriters an option to purchase up to 937,500 1,275,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Shareholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 425,000 of the Shares to be purchased by the Underwriters (the "RESERVED SHARESReserved Shares") shall be reserved for sale by the Underwriters to certain eligible directors, officers, employees and independent loan review specialists related persons of the Company and Code ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLC (the "INVITEESInvitees"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first Plus an option to acquire up to 1,275,000 additional shares to cover overallotments. business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Shareholders and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between among the Company Company, the Selling Shareholders and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Shareholders hereby confirms its confirm their agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. American Medserve Corporation ("COMPANY"), ) a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, 1,000,000 shares of Preferred Stock, $.01 par value, none of which no shares will be were outstanding as of the First Closing Date hereinafter definedNovember ___, 1996 and 150,000,000 shares, $0.01 par value, 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 18,141,306 5,559,625 shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 803,550 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING --------------------------- *Plus an option to acquire up to 803,550 additional shares to cover overallotments. AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. ("COMPANY")CytRx Corporation, a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting of 10,000,000 sharesproposes to sell, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of pursuant to the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date terms of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") , to the several underwriters named in Schedule A as it may be amended by I hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters,” or, each, an “Underwriter”), who are acting severally an aggregate of (i) 39,200,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and not jointly. In addition, (ii) warrants (the Company proposes to grant to the Underwriters an option “Firm Warrants”) to purchase up to 937,500 additional 39,200,000 shares of Common Stock ("OPTION SHARES") as provided the “Firm Warrant Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 3 hereof, up to an additional (i) 5,880,000 shares of Common Stock (the “Optional Stock”) and/or (ii) warrants (the “Optional Warrants”) to purchase up to 5,880,000 shares of Common Stock (the “Optional Warrant Shares” and together with the Firm Warrant Shares, the “Warrant Shares”). The Firm Shares and, to Stock and the extent such option is exercised, the Option Shares, Optional Stock are hereinafter collectively referred to as the "SHARES“Stock” and the Firm Warrants and the Optional Warrants are collectively referred to as the “Warrants." You have advised ” The Stock, the Company that Warrants and the Underwriters propose Warrant Shares are collectively referred to make as the “Securities.” The Firm Stock and the Firm Warrants shall be sold together as a public offering fixed combination, each consisting of their respective portions one share of the Shares as soon as you deem advisable after the registration statement hereinafter referred Common Stock and one Warrant to becomes effective, if it has not yet become effective, purchase one share of Common Stock. The Optional Stock and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares Optional Warrants may be sold either together or separately in any combination to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares determined by the Underwriters, subject to . The Shares and the Warrants shall be immediately separable and transferable upon issuance. The terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares Warrants are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially set forth in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information Warrant attached as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:.

Introductory. C▇▇▇▇▇▇ HoldingsInvestment Management Corp., Inc. a Maryland corporation ("COMPANY"“Company”), a Delaware corporationagrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters $265,000,000 aggregate principal amount (“Firm Securities”) of its 4.50% Convertible Senior Subordinated Notes due 2019 (“Securities”), will haveand also proposes to issue and sell to the Underwriters, upon at the filing option of the Underwriters, an amendment aggregate of not more than $25,000,000 additional aggregate principal amount of its 4.50% Convertible Senior Subordinated Notes due 2019 (“Optional Securities”), all to its Fourth Amended and Restated Certificate be issued under the Subordinated Indenture, dated as of Incorporation January 13, 2012 (the "CHARTER AMENDMENT"“Base Indenture”) between the Company and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will as supplemented by a First Supplemental Indenture to be outstanding dated as of the First Closing Date hereinafter defined(as defined herein) between the Company and the Trustee (as so supplemented, the “Indenture”). The Firm Securities and 150,000,000 sharesthe Optional Securities are herein collectively called the “Offered Securities”. The Securities will be convertible into cash, shares of common stock, par value $0.01 par value0.01, of the Company (“Common Stock ("COMMON STOCK"), Stock”) or a combination of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any cash and shares of Common Stock that may be issued upon exercise Stock, at the option of options after the date Company. Concurrently with the offering of this Agreementthe Offered Securities, the Company is offering, in an offering registered under the Act (as defined herein). The Company , by means of a prospectus supplement and related prospectus, and proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined underwriting agreement for such offering ("UNDERWRITERS"the “Common Stock Underwriters”), who are acting severally and not jointly6,000,000 shares of Common Stock (the “Firm Shares”). In addition, the The Company also proposes to grant issue and sell to the several Common Stock Underwriters not more than an option to purchase up to 937,500 900,000 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereofthe “Additional Shares”), if and to the extent that the representatives of the Common Stock Underwriters shall have determined to exercise, on behalf of the Common Stock Underwriters, the right to purchase Additional Shares pursuant to the option granted to the Common Stock Underwriters. The Firm Shares and, to and the extent such option is exercised, the Option Shares, Additional Shares are hereinafter collectively referred to as the "SHARES“Shares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:”

Introductory. CThe stockholders of Susser Holdings Corporation, a Delaware corporation (the “Company”), named in Schedule B hereto (the “Selling Stockholders”) confirm their respective agreements to sell to ▇▇▇▇▇▇▇ HoldingsLynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and Jefferies & Company, Inc. ("COMPANY"), a Delaware corporation, will have, upon “Jefferies”) and the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the other several underwriters Underwriters named in Schedule A as it may be amended by (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, the respective number of shares of Common Stock, par value $0.01 per share, of the Company proposes to (“Common Stock”) set forth in Schedule A hereto and the grant by the Selling Stockholders to the Underwriters an Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase up to 937,500 all or any part of 750,000 additional shares of Common Stock. The aforesaid 5,000,000 shares of Common Stock ("OPTION SHARES"the “Initial Securities”) as provided to be purchased by the Underwriters and all or any part of the 750,000 shares of Common Stock subject to the option described in Section 4 hereof2(b) hereof (the “Option Securities”) are herein called, collectively, the “Securities.” ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Jefferies have agreed to act as the representatives of the several Underwriters (collectively, the “Representatives”) in connection with the offering and sale of the Securities. The Firm Shares and, to Company and the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company Selling Stockholders understand that the Underwriters propose to make a public offering of their respective portions of the Shares Securities as soon as you the Representatives deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing this Agreement hereinafter defined has been executed and delivered. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-177265) covering the public offering and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the “Securities Act”), and the Underwriters agree rules and regulations promulgated thereunder (the “Securities Act Regulations”), which shelf registration statement has been declared effective by the Commission. The Registration Statement contains a prospectus referred to herein as the “Base Prospectus.” Such registration statement, as of any time, means such registration statement as amended by any post-effective amendments thereto to such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B under the Securities Act Regulations (“Rule 430B”), and is referred to herein as the “Registration Statement;” provided, however, that up the “Registration Statement” without reference to 312,500 a time means such registration statement as amended by any post-effective amendments thereto as of the Shares time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of such registration statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be purchased by the Underwriters (the "RESERVED SHARES"a part thereof as of such time pursuant to Rule 430B. Any registration statement filed pursuant to Rule 462(b) shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company Securities Act Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each preliminary prospectus supplement to the Base Prospectus used in connection with the offering of the Securities prior to the filing of the Prospectus (the "INVITEES"as defined below), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, together with the Base Prospectus, are collectively referred to herein as part of the distribution of the Shares by the Underwriters, subject to the terms a “preliminary prospectus.” Promptly after execution and delivery of this Agreement, the applicable rulesCompany will prepare and file a final prospectus supplement to the Base Prospectus relating to the Securities in accordance with the provisions of Rule 424(b) under the Securities Act Regulations (“Rule 424(b)”). The final prospectus supplement, regulations and interpretations in the form first furnished or made available to the Underwriters for use in connection with the offering of the National Association Securities, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities DealersAct, Inc. ("NASD") and all other applicable lawstogether with the Base Prospectus, rules and regulations. To are collectively referred to herein as the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date “Prospectus.” For purposes of this Agreement, such Reserved Shares may be offered all references to the public by Registration Statement, any preliminary prospectus, the Underwriters as part Prospectus or any amendment or supplement to any of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement foregoing shall be deemed to incorporate include the Pricing Agreement. The Company hereby confirms its agreement copy filed with the Underwriters as followsCommission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) (“▇▇▇▇▇”). As used in this Agreement:

Introductory. C▇▇▇▇▇▇ HoldingsShamir Optical Industry Ltd., Inc. an Israeli limited liability company ("COMPANY"“Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized share capital stock consisting of 10,000,000 100,000,000 ordinary shares, $NIS 0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of value (“Common Stock ("COMMON STOCK"Shares”), of which 18,141,306 12,711,332 shares will be are outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after on the date of this Agreement)hereof. The Company proposes to issue and sell 6,250,000 3,400,000 shares of its authorized but unissued Common Stock Shares, and certain shareholders of the Company ("FIRM SHARES"as named in Schedule B, the “Selling Shareholders”) propose to sell in the aggregate 600,000 shares of the Company’s issued and outstanding Common Shares to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. Collectively, such total of 4,000,000 Common Shares proposed to be sold by the Company and the Selling Shareholders is hereinafter referred to as the “Firm Shares.” In addition, the Company proposes Selling Shareholders propose to grant to the Underwriters an option to purchase up to 937,500 600,000 additional shares of Common Stock Shares ("OPTION SHARES"“Option Shares”) as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. has the authority, subject to the terms and conditions contained herein, to act on behalf of the several Underwriters and the Representatives hereunder. You have advised the Company and the Selling Shareholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- . (1) Plus an option to acquire up to 937,500 600,000 additional shares to cover overallotments overallotments. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Shareholders and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Shareholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Shareholders hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings(a) Alcoa Inc., Inc. a Pennsylvania corporation ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by I hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who for whom you (the “Representatives”) are acting severally as representatives, a total number of 25,000,000 depositary shares (the “Firm Depositary Shares”), each such Depositary Share representing ownership of 1/10th of a share of 5.375% Class B Mandatory Convertible Preferred Stock, Series 1, of the Company, par value $1.00 per share (the “Convertible Preferred Stock”). The Company also proposes to issue and not jointly. In additionsell to the several Underwriters up to an additional 3,750,000 depositary shares (the “Additional Depositary Shares”) if and to the extent that you, as Representatives, shall have determined to exercise, on behalf of the Underwriters, the Company proposes right to grant purchase such depositary shares granted to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 3(a)(ii) hereof. The Firm Depositary Shares andand the Additional Depositary Shares are hereinafter collectively referred to as the “Depositary Shares” and the Depositary Shares, to together with the extent such option is exercised, the Option Sharescorresponding shares of Convertible Preferred Stock, are hereinafter collectively referred to as the "SHARES." You have advised “Securities”. The Convertible Preferred Stock will, when issued, be deposited by the Company that against delivery of Depositary Receipts (“Depositary Receipts”) to be issued by Computershare Trust Company, N.A. (the Underwriters propose “Depositary”), under a Deposit Agreement, to make a public offering of their respective portions be dated as of the Shares as soon as you deem advisable after Closing Date (the registration statement hereinafter referred to becomes effective“Deposit Agreement”), if it has not yet become effectiveamong the Company, the Depositary and the Pricing Agreement hereinafter defined has been executed and deliveredholders from time to time of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Depositary Shares. The Company Convertible Preferred Stock shall have the rights, powers and preferences set forth in the Underwriters agree that up to 312,500 provisions of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists Articles of Incorporation of the Company (as amended May 6, 2013, the "INVITEES"), as part “Articles of the distribution of the Shares by the Underwriters, subject Incorporation”) relevant to the terms Class B Serial Preferred Stock of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeStatement with Respect to Shares in respect of the Convertible Preferred Stock (the “Statement with Respect to Shares”). The Convertible Preferred Stock will be convertible into a variable number of shares of common stock, par value $1.00 per share, of the Company (“Common Stock”). Such shares of Common Stock of the Company into which the Convertible Preferred Stock is convertible (including any additional shares of Common Stock issuable in connection with a conversion upon a fundamental change) are hereinafter referred to as the “Conversion Shares”. (b) At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus Supplement dated September 15, 2014 and accompanying base prospectus dated July 30, 2014 (together, the “Preliminary Prospectus”), as filed by the Company pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (the “Act”), and each “free writing prospectus” (as defined pursuant to Rule 405 under the Act) identified in Schedule II hereto, including any final term sheet filed with the Commission pursuant to Rule 433 under the Act and attached hereto as Schedule III (the “Final Term Sheet”). (c) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:Company.

Introductory. C▇▇▇▇▇▇ HoldingsInnkeepers USA Trust, Inc. a Maryland real estate investment trust (the "COMPANYCompany", which term shall also include, where appropriate, each of the wholly owned subsidiaries of the Company listed on Schedule 1 attached hereto (the "Company Subsidiaries"), a Delaware corporation, will have, upon as the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"context requires), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 8,600,000 shares of its authorized but unissued Common Stock common shares of beneficial interest, $0.01 par value per share (the "FIRM SHARESShares of Beneficial Interest") ), to the several underwriters named in Schedule A as it may be amended by annexed hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who for whom you are acting severally and not jointlyas Representatives. Said aggregate of 8,600,000 Shares of Beneficial Interest are herein called the "Firm Common Shares." In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 1,290,000 additional shares Shares of Beneficial Interest (the "Optional Common Stock ("OPTION SHARESShares") as provided in Section 4 hereof. The Firm Common Shares and, to the extent such option is exercised, the Option Shares, Optional Common Shares are hereinafter collectively referred to as the "SHARESCommon Shares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon as you deem advisable after on the effective date of the registration statement hereinafter referred to, or as soon thereafter as in your judgment is advisable. On the First Closing Date (as hereinafter defined), or immediately thereafter, the Company will complete a series of transactions described in the Prospectus (as hereinafter defined). For the purposes hereof, "Closing Transactions" include the transactions described below which are designed to becomes effectiveenable Innkeepers USA Limited Partnership, a Virginia limited partnership (or any of the Subsidiary Partnerships listed on Schedule 2 attached hereto (each, a "Subsidiary Partnership"), and Innkeepers USA Limited Partnership (the "Partnership") to acquire ten additional hotel properties listed in the Prospectus as the "Acquisition Hotels", including all personal property (other than inventory and supplies) related to such Hotels (individually a "Hotel", and collectively the "Hotels" or the "Acquisition Hotels"). (i) The Underwriters will purchase the Firm Common Shares and, if it has not yet become effectiveapplicable, the Optional Common Shares and offer them in a public offering as contemplated hereby. (ii) The Company, including through the Company Subsidiaries, will contribute all of the net proceeds from the sale of the Common Shares to the Partnership, whose sole general partner is Innkeepers Financial Corporation (the "First General Partner") and the Subsidiary Partnerships, whose sole general partners are the wholly owned Company Subsidiaries listed on Schedule 3 attached hereto (collectively with the First General Partner, the "General Partners"), in return for partnership units in the Partnership (the "Units"). (iii) The Acquisition Hotels will be transferred to the Partnership by the present owners of such properties pursuant to agreements of purchase and sale (collectively, the "Agreements of Purchase and Sale") entered into by the Company or the Partnership and (a) partnerships affiliated with Jack ▇. ▇▇▇▇▇▇ (▇▇e "DeBo▇▇ ▇▇▇up"), with respect to seven of the Acquisition Hotels, (b) Marriott International, Inc (together with its affiliates, "Marriott"), with respect to one of the Acquisition Hotels, and (c) JF Atlanta, LLC ("JF Atlanta") with respect to two of the Pricing Agreement hereinafter defined Acquisition Hotels (collectively, the "Present Owners"). (iv) In connection with the purchase and sale of seven of the Acquisition Hotels (the "DeBo▇▇ ▇▇▇els"), the Partnership will issue to the DeBo▇▇ ▇▇▇up, approximately 4,158,000 preferred units in the Partnership (the "Preferred Units") and assume certain indebtedness (the "Assumed Indebtedness") equal to approximately $24,000,000. The Preferred Units shall have a liquidation preference of $11.00 per Preferred Unit and are convertible into Units on (v) In connection with the purchase of one of the Acquisition Hotels, the Partnership will pay approximately $5,100,000 to Marriott, and issue Units to Marriott with a value of $859,000. On or after the first anniversary of issuance, Marriott will have the right to redeem all such outstanding Units for a per Unit price equal to the greater of $_____________ per Unit or the market price of the Common Shares on the date of redemption payable in cash or, at the option of the Company, Common Shares with an equivalent value. (vi) In connection with the purchase of two of the Acquisition Hotels, the Partnership will pay approximately $27,800,000 (subject to increase for any additional financing costs and any capital contributions incurred to finance operating losses from the acquisition date to the date conveyed to the Partnership) to JF Atlanta. Of such purchase price, $5,800,000 has previously been executed deposited with JF Atlanta and deliveredwill be applied against the purchase price. (vii) The Partnership will enter into percentage leases (the "Percentage Leases") with JF Hotel, Inc., a Virginia corporation (the "Lessee," which term shall include, as the context requires, affiliates thereof) pursuant to which the Lessee will lease each Acquisition Hotel in accordance with the provisions of the Percentage Leases. (viii) New management agreements (the "Management Agreements") will be entered into between the Lessee and Marriott for the operation of the Acquisition Hotels, other than the Hampton Inn hotel in Norcross, Georgia for which a new franchise agreement with Promus Hotels, Inc. will be entered into. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior Partnership hereby confirm their respective agreements with respect to the purchase and public offering of the Common Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. CLiz Claiborne, Inc., a Delaware corporation (the “Company”), has previously entered into a Purchase Agreement (the “Original Purchase Agreement”), dated as of April 1, 2011, with ▇▇▇▇▇▇▇ HoldingsLynch, Inc. Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ("COMPANY"), a Delaware corporation, will have, upon “▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation other several Initial Purchasers named therein (the "CHARTER AMENDMENT"), an authorized capital stock consisting “Initial Purchasers”) with respect to the issuance and sale of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as 205,000,000 aggregate principal amount of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock Company’s 10.50% Senior Secured Notes due 2019 ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement“Original Notes”). The Company now proposes to issue and sell 6,250,000 shares an additional $15,000,000 aggregate principal amount of its authorized but unissued Common Stock the Company’s 10.50% Senior Secured Notes due 2019 ("FIRM SHARES"the “Add-On Notes” and together with the Original Notes, the “Notes”) to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS")Initial Purchasers, who are acting severally and not jointly, in the respective amounts set forth in such Schedule ▇. In addition▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Add-On Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of the Closing Date (the “Indenture”), among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company proposes (the “Depositary”) pursuant to grant a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the Underwriters an option benefits of a registration rights agreement, to purchase up be dated as of the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to 937,500 additional shares which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of Common Stock debt securities of the Company with terms substantially identical to the Notes ("OPTION SHARES"the “Exchange Notes”) as provided to be offered in Section 4 hereofexchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The Firm Shares andpayment of principal of, to premium, if any, and interest on the extent such option is exercisedNotes will be fully and unconditionally guaranteed on a senior secured basis, jointly and severally by (i) the Company’s subsidiaries listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the Option Shares“Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are hereinafter herein collectively referred to as the "SHARES“Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities." You have advised ” The Securities are being issued to (i) finance the Company’s cash tender offer (the “Tender Offer”) for a portion of its 5.0% euro notes due July 2013 (the “Euro Notes”) and fees and expenses incurred in connection therewith; and (ii) use the remaining proceeds for general corporate purposes. The Tender Offer, the issuance and sale of the Notes, the issuance of the Guarantees and the payment of transaction costs are referred to herein collectively, as the “Transactions.” The Securities will be secured on a first-priority basis, subject to Permitted Liens (as defined in the Indenture), by first-priority liens on and security interests in the Notes Priority Collateral (as defined in the Indenture, the “Notes Priority Collateral”) and by second-priority liens on and security interests in the ABL Priority Collateral (as defined in the Indenture, the “ABL Priority Collateral” and, together with the Notes Priority Collateral, the “Collateral”) and documented by a security agreement, mortgages and other instruments evidencing or creating or purporting to create a lien or security interest (collectively, the “Security Documents”) in favor of U.S. Bank National Association, as collateral agent (in such capacity, the “Collateral Agent”), for its benefit and the benefit of the Trustee, the holders of the Securities and the holders of any Permitted Additional Pari Passu Obligations (as defined in the Preliminary Offering Memorandum)(the “Permitted Additional Pari Passu Obligations”). The liens on the Collateral securing the Securities will be subject to an Intercreditor Agreement, dated as of the Closing Date (the “Intercreditor Agreement”), by and between the Collateral Agent and JPMorgan Chase Bank, N.A. as collateral agent (the “ABL Collateral Agent”) under the Company’s Second Amended and Restated Credit Agreement dated as of May 6, 2010, among Liz Claiborne Inc., Mexx Europe B.V., Liz Claiborne Canada Inc., the other Loan Parties from time to time party thereto, the Lenders party thereto, the ABL Collateral Agent, Bank of America, N.A. and SunTrust Bank, as Syndication Agents, and Wachovia Bank, National Association, as Documentation Agent (the “ABL Facility”), and acknowledged by the Company and the Guarantors. This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Security Documents, the Intercreditor Agreement and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Underwriters Initial Purchasers propose to make a public an offering of their respective portions of the Shares as soon as you deem advisable after Securities on the registration statement hereinafter referred to becomes effective, if it has not yet become effective, terms and in the manner set forth herein and in the Pricing Agreement hereinafter Disclosure Package (as defined has been executed below) and delivered. The Company and agrees that the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the UnderwritersInitial Purchasers may resell, subject to the terms of this Agreementconditions set forth herein, the applicable rules, regulations and interpretations all or a portion of the National Association of Securities Dealers, Inc. to purchasers ("NASD"the “Subsequent Purchasers”) and all other applicable laws, rules and regulations. To on the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by terms set forth in the end Pricing Disclosure Package (the first time when sales of the first business day after Securities are made is referred to as the date “Time of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"Sale”). The Pricing Agreement may take Securities are to be offered and sold to or through the form Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of an exchange 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of any standard form the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of written telecommunication between the Company Securities and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this AgreementIndenture, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement investors who acquire Securities shall be deemed to incorporate have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”). The Company has prepared and delivered to each Initial Purchaser copies of an Offering Memorandum, dated April 1, 2011 relating to the issue and sale of the Original Notes (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Supplement to Offering Memorandum, dated April 5, 2011 and attached hereto as Schedule B (the “Pricing Supplement”) containing certain terms of the Add-On Notes and other amendments to the information in the Preliminary Offering Memorandum, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing AgreementSupplement are herein referred to as the “Pricing Disclosure Package.” The Pricing Disclosure Package as amended or supplemented from time is referred to herein as the “Final Offering Memorandum.” All references herein to the terms “Pricing Disclosure Package” and the “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreement agreements with the Underwriters Initial Purchasers as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. Standard Parking Corporation ("COMPANY"), “Company”) a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 3,000 shares, $1.00 par value, of common stock, of which 31.30 shares were outstanding as of March 25, 2004, and 19,500 shares, $0.01 par value, of preferred stock, of which 4,000 shares of Series D preferred stock and 33.2194 shares of Series C preferred stock were outstanding as of March 26, 2004. In connection with the offering described herein, the Company will redeem or otherwise retire all of its outstanding shares of preferred stock with the exception of 10 shares of Series D preferred stock. At the time of the closing of the offering described herein, the Company will have an authorized capital stock consisting of 12,100,000 shares, $0.001 par value, of Common Stock (the “Common Stock”) and 10 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement“Preferred Stock”). The Company proposes to issue and sell 6,250,000 4,500,000 shares of its authorized but unissued Common Stock ("FIRM SHARES"“Firm Shares”) to the several underwriters named in Schedule A A, as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes and Steamboat Industries LLC (the “Selling Stockholder”)(2) propose to grant to the Underwriters an option to purchase up to 937,500 500,000 additional shares of Common Stock ("OPTION SHARES") “Option Shares”), as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” (1) Plus an option to acquire up to 500,000 additional shares to cover overallotments. (2) The Selling Stockholder will only sell shares in the offering described herein if the Underwriters exercise their option to purchase Option Shares. You have advised the Company and the Selling Stockholder that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholder and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholder and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company has agreed to reserve out of the Shares set forth opposite its name on Schedule A to this Agreement, up to 123,000 Shares for sale to the Company’s business associates and other parties related to or associated with the Company, as set forth in the Prospectus under the heading “Underwriting” (the “Directed Share Program”). The Shares to be sold by ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company and its affiliates pursuant to the Directed Share Program are hereinafter referred to as the “Directed Shares.” Any Directed Shares not orally confirmed for purchase by any participants in the Directed Share Program 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 confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsSmartHeat, Inc. Inc., a Nevada corporation ("COMPANY"“Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 sharesseventy-five million (75,000,000) shares of common stock, par value $0.01 par value, of Preferred 0.001 per share (“Common Stock”), of which 24,194,425 shares were outstanding as of September 1, 2009, and no other shares of Common Stock will be outstanding have been issued as of the First Closing Date (as hereinafter defined, and 150,000,000 shares, $0.01 par value, ) except for shares of Common Stock ("COMMON STOCK"), issued upon the exercise of which 18,141,306 shares will be stock options and warrants outstanding as of the First Closing Date hereinafter defined (excluding any date hereof, shares of Common Stock that may be issued upon exercise pursuant to the Company’s director compensation policies or shares of options after the date of Common Stock issued pursuant to this Agreement). The Company proposes to issue and sell 6,250,000 7,246,087 shares of its authorized but unissued Common Stock ("FIRM SHARES"“Underwritten Shares”) to the several underwriters named in Schedule A (“Underwriters”) as it may be amended by the Pricing Agreement (as hereinafter defined ("UNDERWRITERS"defined), who are acting severally and not jointly. In addition, the Company proposes to grant to has granted the Underwriters an option options to purchase up to 937,500 an aggregate of 1,086,913 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 hereofhereof (collectively, the “Overallotment Option”). The Firm Underwritten Shares and, to the extent such option Overallotment Option is exercisedexercised in whole or in part, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement (as hereinafter defined defined) has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Underwriting Agreement (as it may be amended, supplemented or modified in accordance with its terms, this “Agreement”), as supplemented by the Pricing Agreement. From and after the date time of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsMines Management Inc., Inc. an Idaho corporation ("COMPANY"“Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may II hereto (the “Underwriters”), the number of units (each a “Unit” and collectively the “Units”) set forth in Schedule I hereto (such Units to be amended issued and sold by the Pricing Agreement Company being hereinafter defined referred to as the “Underwritten Securities”). Each Unit is comprised of ("UNDERWRITERS"a) one share of Common Stock, US$0.001 par value (“Common Stock”) of the Company (each share of Common Stock to be issued and sold by the Company hereunder being hereinafter referred to as a “Share”, and collectively, the “Shares”), who are acting severally and not jointly. In addition(b) one-half of a warrant (each whole warrant to be issued and sold by the Company hereunder being hereinafter referred to as a “Warrant”, and collectively, the “Warrants”), each Warrant being exercisable to purchase one share of Common Stock (each such share of Common Stock to be issued upon exercise of a Warrant being hereinafter referred to as a “Warrant Share” and collectively the “Warrant Shares”). Each Warrant will be issued under a Warrant Agreement, to be dated as of April 16, 2007 (the “Warrant Agreement”), between the Company and Computershare Trust Company, N.A. as warrant agent, and will be exercisable by the holder thereof at a price of US$5.75 to acquire one Warrant Share prior to April 19, 2012. The Company also proposes to grant to the Underwriters an option to purchase up to 937,500 the number of additional shares of Common Stock Units set forth in Schedule I hereto to cover over-allotments ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, “Option Securities”; the Option SharesSecurities, are together with the Underwritten Securities, being hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions “Offered Securities”). The offer and sale of the Shares as soon as you deem advisable after Offered Securities are registered under the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and deliveredin Section 2(a). The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this AgreementAs used herein, the applicable rules, regulations and interpretations of term Underwriters shall mean either the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To singular or plural as the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:context requires.

Introductory. C▇Banc of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") approximately $564,610,876 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances or Initial Notional Amounts). The Offered Certificates, together with the Class 4-B-4, 4-B-5, 4-B-6, X-B-4, X-B-5 and X-B-6 Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of approximately 120 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated September 27, 2007, by and between the Company, as purchaser, and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, dated September 27, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National Association, as trustee (the "Trustee") and ▇▇▇▇▇ HoldingsFargo Bank, Inc. ("COMPANY")N.A., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation as master servicer (the "CHARTER AMENDMENTMaster Servicer"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding ) and as of securities administrator (the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCKSecurities Administrator"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to Offered Certificates will be issued in the several underwriters named denominations specified in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS")I. The Pooling and Servicing Agreement, who are acting severally and not jointly. In additionthis Agreement, the Company proposes to grant to Mortgage Loan Purchase Agreement and the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares andagreement, to the extent such option is exercisedbe dated September 27, the Option Shares2007, are hereinafter collectively referred to by and between BAS, as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effectivepurchaser, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Purchase Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To are collectively referred to herein as the extent "Basic Documents." Capitalized terms used herein that any such Reserved Shares are not orally confirmed for purchase by Invitees by otherwise defined herein have the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially meanings assigned thereto in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Pooling and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Servicing Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:.

Introductory. C▇▇▇▇▇▇ HoldingsPRGX Global, Inc. ("COMPANY"the “Company”), a Delaware Georgia corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 1,000,000 shares, $0.01 no par value, of Preferred Stockpreferred stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, defined and 150,000,000 50,000,000 shares, $0.01 no par value, of Common Stock ("COMMON STOCK"“Common Stock”), of which 18,141,306 25,405,685 shares were outstanding as of December 5, 2012, and no other shares of Common Stock will be outstanding have been issued as of the First Closing Date hereinafter defined (excluding any defined, except for shares of Common Stock that may be issued upon the exercise of stock options after the date outstanding as of December 5, 2012 or shares of Common Stock issued pursuant to this Agreement). The Company proposes to issue and sell 6,250,000 2,500,000 shares of its authorized but unissued Common Stock, and certain stockholders of the Company (as named in Schedule B, the “Selling Stockholders”) propose to sell in the aggregate 3,749,234 shares of the Company’s issued and outstanding Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. Collectively, such total of 6,249,234 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the “Firm Shares.” In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 an aggregate of 937,385 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” The Common Stock, including the Shares, will have attached thereto rights (the “Rights”) to purchase shares of Participating Preferred Stock, no par value (the “Preferred Stock”), of the Company. The Rights are to be issued pursuant to a Shareholder Protection Rights Agreement (the “Rights Agreement”), dated as of August 9, 2000 and as amended from time to time thereafter, by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent. You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering (the “Offering”) of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering Offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (the “Representative” or “you”), acting on behalf of the several Underwriters, shall enter into an agreement substantially in the 1 Plus options to acquire up to an aggregate of 937,385 additional shares to cover overallotments. form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between among the Company Company, the Selling Stockholders and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares Offering will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Stockholders hereby confirms its confirm their agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsPrism Financial Corporation, Inc. a Delaware corporation (the "COMPANYCompany"), a Delaware corporationas of the First Closing Date (hereinafter defined), will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), have an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, shares of Preferred Stock, $.01 par value, of which no shares will be outstanding as of the First Closing Date hereinafter defined, such date and 150,000,000 shares100,000,000 shares of Common Stock, $0.01 .01 par value, of Common Stock value ("COMMON STOCKCommon Stock"), of which 18,141,306 12,168,047 shares will be outstanding as of the First Closing Date hereinafter defined such date (excluding any the shares of Common Stock that may to be issued upon exercise of options after the date of this Agreementand sold hereunder). The Company proposes to issue and sell 6,250,000 2,500,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters ("Underwriters") named in Schedule A A, as it may be amended by the Pricing Agreement (hereinafter defined ("UNDERWRITERS"defined), who are acting severally and not jointly. Such total of 2,500,000 shares of Common Stock proposed to be sold by the Company is hereinafter referred to as the "Firm Shares." In addition, certain stockholders of the Company proposes (collectively referred to as the "Selling Stockholders" and named in Schedule B) propose to grant to the Underwriters an option to purchase up to 937,500 an aggregate of 375,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativeRepresentatives, acting on behalf of the several ---------------------------- (1) Plus an option to acquire up to 375,000 additional shares from the Selling Stockholders to cover over-allotments. Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Underwriters agree that up to 250,000 Shares to be purchased by the Underwriters ("Reserved Shares") shall be reserved for sale by the Underwriters to certain eligible employees of the Company and other persons, subject to the terms of this Agreement, the Pricing Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that such Reserved Shares are not orally confirmed for purchase by such eligible employees and other persons by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public as part of the public offering contemplated hereby. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. CPursuant to the terms and conditions of this Underwriting Agreement (this “Agreement”) ▇▇▇▇▇▇▇ HoldingsMinerals, Inc. ("COMPANY")Inc., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting agrees with Credit Suisse Securities (USA) LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, as representatives (the “Representatives”) of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting to issue and sell to the Underwriters 6,000,000 shares of its Class A common stock, par value $0.01 per share (“Securities”) and the selling stockholders listed on Schedule B hereto (the “Selling Stockholders”) propose, severally and not jointly. In addition, the Company proposes to grant sell to the several Underwriters an option to purchase up to 937,500 additional aggregate of 5,000,000 outstanding shares of Common Stock Securities ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are 11,000,000 shares of Securities being hereinafter collectively referred to as the "SHARES." You “Firm Securities”). The Selling Stockholders have advised also agreed, severally and not jointly, to sell to the Company that Underwriters, at the Underwriters propose to make a public offering of their respective portions option of the Shares Underwriters, an aggregate of not more than 1,650,000 additional shares of Securities (the “Optional Securities”) as soon set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities” and the proposed issuance and sale of the Offered Securities is referred to herein as you deem advisable after the registration statement “Offering”. A portion of the Offered Securities to be sold by the Selling Stockholders consists of Securities that are issuable upon redemption of units in ▇▇▇▇▇▇▇ Minerals Holdings, LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ LLC”), pursuant to the First Amended and Restated Limited Liability Company Agreement of ▇▇▇▇▇▇▇ LLC, dated as of April 23, 2019, immediately prior to the Closing Date on which such Offered Securities are to be sold (any such redemption being hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"as a “Redemption Transaction”), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:.

Introductory. C▇▇▇▇▇▇ HoldingsCheap Tickets, Inc. Inc., a Delaware corporation ("COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, shares of Preferred Stock, par value $0.01 per share, none of which no shares will be were outstanding as of the First Closing Date hereinafter definedAugust ____, 1999 and 150,000,000 shares, $0.01 par value, 70,000,000 shares of Common Stock Stock, par value $0.001 per share ("COMMON STOCKCommon Stock"), of which 18,141,306 [21,483,171] shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 an aggregate of 2,500,000 shares of its authorized but unissued Common Stock, and certain stockholders of the Company (collectively referred to as the "Selling Stockholders" and named in Schedule B) propose to sell 2,479,000 shares of the Company's issued and outstanding Common Stock, and 21,000 shares of the Company's Common Stock that will be issued to certain Selling Stockholders on the First Closing Date ("FIRM SHARES"as hereinafter defined) upon exercise of currently outstanding options, to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively, such total of 5,000,000 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the "Firm Shares." In addition, certain of the Company proposes Selling Stockholders, namely ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Specialty Retail Group III, L.P., the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust, as amended, and the ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Revocable Trust, as amended, propose to grant to the Underwriters an option to purchase up to 937,500 an aggregate of 750,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you ___________________ /1/ Plus an option to acquire up to 750,000 additional shares from certain of the Selling Stockholders to cover over-allotments. deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The registration statement referred to in Section 2(a) below (as amended, if applicable) at the time it becomes effective and the prospectus constituting a part thereof (including the information, if any, deemed to be part thereof pursuant to Rule 430A(b) and/or Rule 434), as from time to time amended or supplemented, are hereinafter referred to as the "Registration Statement," and the "Prospectus," respectively, except that if any revised prospectus shall be provided to the Underwriters by the Company for use in connection with the offering of the Shares which differs from the Prospectus on file at the Commission at the time the Registration Statement became or becomes effective (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b)), the term Prospectus shall refer to such revised prospectus from and after the time it was provided to the Underwriters for such use. If the Company elects to rely on Rule 434 of the 1933 Act, all references to "Prospectus" shall be deemed to include, without limitation, the form of prospectus and the term sheet, taken together, provided to the Underwriters by the Company in accordance with Rule 434 of the 1933 Act ("Rule 434 Prospectus"). Any registration statement (including any amendment or supplement thereto or information which is deemed part thereof) filed by the Company under Rule 462(b) ("Rule 462(b) Registration Statement") shall be deemed to be part of the "Registration Statement" as defined herein, and any prospectus (including any amendment or supplement thereto or information which is deemed part thereof) included in such registration statement shall be deemed to be part of the "Prospectus," as defined herein, as appropriate. The Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder are hereinafter collectively referred to as the "Exchange Act." When used herein, "best knowledge" or "knowledge" of a person or entity or "to the best of such counsel's knowledge" means actual knowledge of such person, entity or counsel after due inquiry and investigation. For purposes of this Agreement, the knowledge of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is imputed to the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust, as amended and the ▇▇▇▇▇▇▇ Family Unitrust, the knowledge of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is imputed to the ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust, as amended and the ▇▇▇▇▇▇▇ Family Unitrust, and the knowledge of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ is imputed to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Specialty Retail Group III, L.P. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings2nd Swing, Inc. ("COMPANYCompany"), ) a Delaware Minnesota corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 50,000,000 shares, $0.01 .01 par value. As of , of Preferred Stock2002, of which no 3,440,672 shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCKCommon Stock"), and no other equity securities of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)class, were outstanding. The Company proposes to issue and sell 6,250,000 2,000,000 shares (the "Firm Shares") of its authorized but unissued Common Stock to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. ("FIRM SHARESyou" or the ") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriter"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters Underwriter an option to purchase up to 937,500 300,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company that the Underwriters you propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several UnderwritersUnderwriter, the Company and the Representative, acting on behalf of the several Underwriters, Underwriter shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative Underwriter, and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement agreements with the Underwriters Underwriter as follows:

Introductory. C▇▇▇▇▇▇ HoldingsNeenah Foundry Company, Inc. a Wisconsin corporation ("COMPANY"the “Company”), a Delaware corporationhereby agrees to issue to you, will haveat the time set forth in this Agreement, upon U.S.$75,000,000 of the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation Company’s 121/2% Senior Subordinated Notes due 2013 (the "CHARTER AMENDMENT"), “New Subordinated Notes”) in exchange for an authorized capital stock consisting equal principal amount of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares the Company’s outstanding 13% Senior Subordinated Notes due 2013 (the “13% Notes”) that you now own. The New Subordinated Notes will be outstanding substantially in the form attached hereto as Schedule A. Concurrently with the issuance of the First Closing Date hereinafter definedNew Subordinated Notes, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares the Company will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to also issue and sell 6,250,000 shares to Credit Suisse Securities (USA) LLC (“Credit Suisse”) U.S. $225,000,000 91/2% Senior Secured Notes due 2017 (the “Senior Notes”) pursuant to a Purchase Agreement (the “Senior Notes Purchase Agreement”) dated December 15, 2006, a copy of its authorized but unissued Common Stock which is attached hereto as Schedule B. The payment of principal of, and interest on, the New Subordinated Notes will be guaranteed on a subordinated basis, jointly and severally ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Guarantees”), who by all of the Company’s Wholly Owned Domestic Restricted Subsidiaries as defined in the form of Indenture attached to and incorporated by reference into the New Subordinated Notes (the “Indenture”). Our Wholly Owned Domestic Restricted Subsidiaries are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Guarantors” herein. The New Subordinated Notes and the Guarantees will be unsecured. The New Subordinated Notes and the Guarantees are herein collectively referred to as the “Exchanged Securities." You ” The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” Holders (including subsequent transferees) of the Exchanged Securities will have advised the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”), to be dated the date hereof, for so long as such Exchanged Securities constitute “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, (i) a registration statement under the Securities Act relating to other securities that are identical in all material respects to the Underwriters propose Exchanged Securities and registered under the Securities Act (the “Registered Exchange Securities”), to make be offered in exchange for the Exchanged Securities (such offer to exchange being referred to as the “Exchange Offer”) or, in certain circumstances (ii) a public offering of their respective portions shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Shares Exchanged Securities, and to use its commercially reasonable efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Exchanged Securities and the Registered Exchange Securities are referred to collectively as the “Securities.” The Company has commenced an offer to purchase (the “Tender Offer”) any and all of its existing U.S. $133,130,000 11% Senior Secured Notes due 2010 (the “2010 Notes”), together with a related solicitation of consents (the “Consent Solicitation”), as further described in the Offer to Purchase and Consent Solicitation Statement dated December 15, 2006 (the “Offer to Purchase and Consent Solicitation Statement”). The Company also has negotiated an Amended and Restated Loan and Security Agreement among the Company, as Borrower, and Bank of America, N.A., as Agent, the other parties named therein and the Lenders named therein (the “New Credit Agreement”). The closing of the Tender Offer and the Consent Solicitation is conditioned on the purchase of at least a majority of the 2010 Notes in accordance therewith and on the closing of the sale of the Senior Notes and the closing of the New Credit Agreement. The Company also plans to redeem (the “Redemption”) its 13% Notes that remain outstanding after completion of the exchange contemplated hereby in accordance with the terms of the indenture governing the 13% Notes (the “13% Notes Indenture”). The Redemption will occur as soon as you deem advisable after practicable following the registration statement hereinafter referred purchase of at least a majority of the 2010 Notes pursuant to becomes effectivethe Tender Offer and the Consent Solicitation, if it has not yet become effectivethe closing of the sale of the Senior Notes, and the Pricing Agreement hereinafter defined has been executed and deliveredclosing of the New Credit Agreement. The Company and the Underwriters Guarantors hereby agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters Tontine as follows:

Introductory. C▇▇▇▇▇▇ HoldingsSurety Capital Corporation, Inc. a Delaware corporation (the "COMPANY"), a Delaware corporation, will have, upon the filing proposes to issue and sell 1,925,061 shares ("PRIMARY SHARES") of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred but unissued Common Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, par value $0.01 par value, of Common Stock .01 per share ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined and Anchorage Fire and Casualty Insurance Company, in Liquidation acting through ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Special Deputy Commissioner and Liquidator, (excluding any "SELLING SHAREHOLDER") proposes to sell 174,939 shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SECONDARY SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointlyto ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Incorporated ("UNDERWRITER"). In addition, the Company proposes to grant to the Underwriters Underwriter an option to purchase up to 937,500 288,759 additional shares of Common Stock ("OPTION ADDITIONAL SHARES") as provided in Section 4 5 hereof. The Primary Shares and the Secondary Shares are referred to herein as the "FIRM SHARES;" the Firm Shares and, to the extent such option is exercised, the Option Additional Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters you propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) * Plus an option to acquire up to 937,500 288,759 additional shares to cover overallotments over allotments. Prior to the purchase and public offering of the Shares by the several UnderwritersUnderwriter, the Company Company, the Selling Shareholder and the Representative, acting on behalf of the several Underwriters, Underwriter shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Shareholder and the Representative Underwriter and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Shareholder hereby confirms its agreement confirm their agreements with respect to the Underwriters purchase of the Shares by the Underwriter as follows:

Introductory. CPursuant to the terms and conditions of this Underwriting Agreement (this “Agreement”), ▇▇▇▇▇▇▇ HoldingsMinerals, Inc. ("COMPANY")Inc., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting agrees with Credit Suisse Securities (USA) LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, as representatives (the “Representatives”) of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting to issue and sell to the Underwriters 6,000,000 shares of its Class A common stock, par value $0.01 per share (“Securities”) and the selling stockholders listed on Schedule B hereto (the “Selling Stockholders”) propose, severally and not jointly. In addition, the Company proposes to grant sell to the several Underwriters an option to purchase up to 937,500 additional aggregate of 5,000,000 outstanding shares of Common Stock Securities ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are 11,000,000 shares of Securities being hereinafter collectively referred to as the "SHARES." You “Firm Securities”). The Selling Stockholders have advised also agreed, severally and not jointly, to sell to the Company that Underwriters, at the Underwriters propose to make a public offering of their respective portions option of the Shares Underwriters, an aggregate of not more than 1,650,000 additional shares of Securities (the “Optional Securities”) as soon set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities” and the proposed issuance and sale of the Offered Securities is referred to herein as you deem advisable after the registration statement “Offering”. A portion of the Offered Securities to be sold by the Selling Stockholders consists of Securities that are issuable upon redemption of units in ▇▇▇▇▇▇▇ Minerals Holdings, LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ LLC”), pursuant to the First Amended and Restated Limited Liability Company Agreement of ▇▇▇▇▇▇▇ LLC, dated as of April 23, 2019, immediately prior to the Closing Date on which such Offered Securities are to be sold (any such redemption being hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"as a “Redemption Transaction”), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:.

Introductory. C▇▇▇▇▇▇ Holdings, Inc. MegaBank Financial Corporation (the "COMPANYCompany"), a Delaware Colorado corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, shares of Preferred Stock, no par value, none of which no shares will be were outstanding as of the First Closing Date hereinafter defined____________, 1998 and 150,000,000 50,000,000 shares, $0.01 no par value, of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 6,407,340 shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 1,200,000 shares of its authorized but unissued Common Stock and a shareholder of the Company (referred to as the "FIRM SHARES"Selling Shareholder" and named in Schedule B) proposes to sell 250,000 shares of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule A A, as it may be amended by the Pricing Agreement hereinafter defined (the "UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively, such total of 1,450,000 shares of Common Stock proposed to be sold by the Company and the Selling Shareholder is hereinafter referred to as the "Firm Shares." In addition, the Company proposes and the Selling Shareholder propose to grant to the Underwriters an option to purchase up to 937,500 217,500 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Shareholder that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Shareholder and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Shareholder and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed __________________________________ (1) Plus an option to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:acquire up to 217,500 additional shares to cover overallotments.

Introductory. C▇▇▇▇▇▇ Holdings, Inc. Periphonics Corporation ("COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 1,000,000 shares, $0.01 .01 par value, of Preferred Stock ("Preferred Stock"), none of which no shares will be were outstanding as of the First Closing Date hereinafter definedof______________, 1996, and 150,000,000 15,000,000 shares, $0.01 .01 par value, of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 ___________ shares will be were outstanding as of such date. Certain stockholders of the First Closing Date hereinafter defined Company, acting severally and not jointly (excluding any collectively referred to as the "Selling Stockholders" and named in Schedule B) propose to sell 1,100,000 shares of the Company's issued and outstanding Common Stock that may be issued upon exercise of options after hereinafter refereed to as the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") Firm Shares" to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. In addition, the Company proposes Selling Stockholders propose to grant to the Underwriters an option to purchase up to 937,500 165,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, Shares are hereinafter collectively referred to as the "SHARESShares." You have advised the Company Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:.

Introductory. C▇The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), proposes to issue and sell to the Initial Purchasers named on Schedule A hereto, for whom you are acting as Representatives, acting severally and not jointly, the respective amounts set forth on Schedule A of $250,000,000 aggregate principal amount of the Company’s 2.875% Senior Convertible Notes due 2024 (the “Firm Notes”). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $25,000,000 principal amount of its 2.875% Senior Convertible Notes due 2024 (the “Additional Notes”) if and to the extent the Initial Purchasers determine to exercise their option to purchase such Additional Notes. The Firm Notes and the Additional Notes are hereinafter collectively referred to as the “Notes”. The Notes will be issued pursuant to an indenture, to be dated as of February 6, 2017 (the “Indenture”), between the Company and ▇▇▇▇▇ HoldingsFargo Bank, Inc. National Association, as trustee ("COMPANY"the “Trustee”). The Notes will be convertible into cash, shares of the Company’s common stock, without par value (the “Common Stock”), or a Delaware corporationcombination thereof, as set forth and subject to the limitations contained in the Indenture. The Notes will havebe issued only in book-entry form in the name of Cede & Co., upon the filing as nominee of an amendment to its Fourth Amended and Restated Certificate of Incorporation The Depository Trust Company (the "CHARTER AMENDMENT"“Depositary”). The Notes and the Underlying Securities (as defined below) issuable upon conversion thereof will be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), an authorized capital stock consisting only to qualified institutional buyers in compliance with the exemptions from registration provided by Rule 144A under the Securities Act (“Rule 144A”). The net proceeds from the issuance and sale of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares the Notes will be outstanding as used by the Company for general corporate purposes. The issuance and sale of the First Closing Date hereinafter definedNotes and the payment of transaction expenses are referred to herein collectively as the “Transactions.” This Agreement, the Notes and 150,000,000 shares, $0.01 par value, the Indenture are referred to herein as the “Transaction Documents.” The maximum number of shares of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as initially issuable upon conversion of the First Closing Date hereinafter defined Notes (excluding any including the maximum number of shares of Common Stock that may be issued upon conversion of the Notes in connection with a make-whole fundamental change (as defined in the Pricing Disclosure Package (as defined below) and the Final Offering Memorandum (as defined below)) and assuming (i) the Company elects to issue and deliver solely shares of Common Stock in respect of all conversions and (ii) the Initial Purchasers exercise their option to purchase all of options the Additional Notes) are referred to herein as the “Underlying Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Notes on the terms and in the manner set forth herein and in the Pricing Disclosure Package and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Notes to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Notes are made is referred to as the “Time of Sale”). The Notes are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act, in reliance upon exemptions therefrom. Pursuant to the terms of the Notes and the Indenture, investors who acquire Notes shall be deemed to have agreed that Notes may only be resold or otherwise transferred, after the date hereof, if such Notes are registered for sale under the Securities Act or if an exemption from the registration requirements of this Agreementthe Securities Act is available (including the exemptions afforded by Rule 144A). The Company proposes has prepared and delivered to issue each Initial Purchaser copies of a Preliminary Offering Memorandum, dated January 30, 2017 (the “Preliminary Offering Memorandum”), and sell 6,250,000 shares has prepared and delivered to each Initial Purchaser copies of its authorized but unissued Common Stock a Pricing Supplement, dated January 31, 2017 ("FIRM SHARES") the “Pricing Supplement”), setting forth information relating to the several underwriters named Company and describing the terms of the Notes, each for use by such Initial Purchaser in Schedule A as it may be amended by connection with its solicitation of offers to purchase the Notes. The Preliminary Offering Memorandum and the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who Supplement are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively herein referred to as the "SHARES“Pricing Disclosure Package." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable ” Promptly after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing this Agreement hereinafter defined has been is executed and delivered. The , the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters date hereof (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"“Final Offering Memorandum”), as part of the distribution of the Shares by the Underwriters, subject . All references herein to the terms of this Agreement, the applicable rules, regulations “Pricing Disclosure Package” and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement “Final Offering Memorandum” shall be deemed to incorporate mean and include all information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing AgreementDisclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreement agreements with the Underwriters Initial Purchasers as follows:

Introductory. CViisage Technology, Inc., a Delaware corporation ------------ (the "Company"), and ▇▇▇ Acquisition Corp. ("▇▇▇▇▇▇ Holdings, Inc. ("COMPANY"), a Delaware corporation, will have, upon stockholder of the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation Company (the "CHARTER AMENDMENTSelling Stockholder")) propose to sell, an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of pursuant to the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date terms of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") , to the several underwriters named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters," or, each, an "Underwriter"), who an aggregate of 2,500,000 shares of Common Stock, $.001 par value (the "Common Stock") of the Company, of which 2,000,000 shares will be sold by the Company and 500,000 shares will be sold by the Selling Stockholder. The aggregate of 2,500,000 shares so proposed to be sold is hereinafter referred to as the "Firm Stock." The respective amounts of the Firm Stock to be so purchased by the several Underwriters are acting severally set forth opposite their names in Schedule A hereto. The Company Stockholder also has granted to the Underwriters, upon the terms and not jointly. In additionconditions set forth in Section 3 hereof, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 an additional 375,000 shares of Common Stock (the "OPTION SHARESOptional Stock") as provided in Section 4 hereof). The Firm Shares and, to Stock and the extent such option is exercised, the Option Shares, Optional Stock are hereinafter collectively referred to as the "SHARESStock." You have advised the ▇▇▇▇▇ & Company that the Underwriters propose to make a public offering of their respective portions ("Cowen") and ▇▇▇▇▇▇▇ & Company, Inc. ("▇▇▇▇▇▇▇") are acting as representatives of the Shares as soon as you deem advisable after the registration statement several Underwriters and in such capacity are hereinafter referred to becomes effective, if it has not yet become effective, as the "Representatives." (a) Representations and Warranties of the Company and the Pricing Agreement hereinafter defined has been executed and delivered----------------------------------------------------- Selling Stockholder. The Company and the Selling Stockholder jointly and ------------------- severally represent and warrant to, and agree with, the several Underwriters agree that that: ________________________________ /1/ Plus an option to purchase up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of 375,000 additional shares from the Company to cover over-allotments. (i) A registration statement on Form S-1 (File No. 333-10649) in the "INVITEES")form in which it became or becomes effective and also in such form as it may be when any post-effective amendment thereto shall become effective with respect to the Stock, including any preeffective prospectuses included as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters registration statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the public offering contemplated herebySecurities Act of 1933, as amended (the "Securities Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder, copies of which have heretofore been delivered to you, has been carefully prepared by the Company in conformity with the requirements of the Securities Act and has been filed with the Commission under the Securities Act; one or more amendments to such registration statement, including in each case an amended preeffective prospectus, copies of which amendments have heretofore been delivered to you, have been so prepared and filed. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior If it is contemplated, at the time this Agreement is executed, that a post-effective amendment to the purchase registration statement will be filed and public must be declared effective before the offering of the Shares Stock may commence, the term "Registration Statement" as used in this Agreement means the registration statement as amended by said post-effective amendment. The term "Registration Statement" as used in this Agreement shall also include any registration statement relating to the Stock that is filed and declared effective pursuant to Rule 462(b) under the Securities Act. All copies of Registration Statements that have been delivered to you are identical to the electronically transmitted copies thereof filed with the Commission pursuant to the Commission's Electronic Data Gathering, Analysis and Retrieval System ("▇▇▇▇▇"), except to the extent permitted by Regulation S-T. The term "Prospectus" as used in this Agreement means the prospectus in the form included in the Registration Statement, or, (A) if the prospectus included in the Registration Statement omits information in reliance on Rule 430A under the Securities Act and such information is included in a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act, the term "Prospectus" as used in this Agreement means the prospectus in the form included in the Registration Statement as supplemented by the several Underwriters, the Company and the Representative, acting on behalf addition of the several UnderwritersRule 430A information contained in the prospectus filed with the Commission pursuant to Rule 424(b) and (B) if prospectuses that meet the requirements of Section 10(a) of the Securities Act are delivered pursuant to Rule 434 under the Securities Act, shall enter into an agreement substantially then (i) the term "Prospectus" as used in this Agreement means the "prospectus subject to completion" (as such term is defined in Rule 434 (g) under the Securities Act) as supplemented by (a) the addition of Rule 430A information or other information contained in the form of Exhibit A hereto prospectus delivered pursuant to Rule 434 (b) (2) under the "PRICING AGREEMENT"). The Pricing Agreement may take Securities Act or (b) the form information contained in the term sheets described in Rule 434 (b) (3) under the Securities Act, and (ii) the date of an exchange of any standard form of written telecommunication between the Company and the Representative and such prospectuses shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after deemed to be the date of the execution and delivery term sheets. The term "Preeffective Prospectus" as used in this Agreement means the prospectus subject to completion in the form included in the Registration Statement at the time of the Pricing Agreement, this Agreement shall be deemed to incorporate initial filing of the Pricing Agreement. The Company hereby confirms its agreement Registration Statement with the Underwriters Commission, and as follows:such prospectus shall have been amended from time to time prior to the date of the

Introductory. C▇▇▇▇▇▇ HoldingsThe assets of the Trust will include, Inc. among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "COMPANYReceivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the close of business on __________, 199_ (the "Cut-off Date") was equal to $________________. The Notes will be issued pursuant to the Indenture to be dated as of __________, 199_ (as amended and supplemented from time to time, the "Indenture"), a Delaware corporationbetween the Trust and ______________________ _______, ____________________, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will have, upon issue $_____________ aggregate principal amount of _____% Asset Backed Certificates (the filing of an amendment "Certificates") pursuant to its Fourth the Amended and Restated Certificate Trust Agreement to be dated as of Incorporation __________, 199_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ________________________, as owner trustee (the "CHARTER AMENDMENTOwner Trustee"), an authorized capital stock consisting of 10,000,000 shareseach representing a fractional undivided ownership interest in the Trust[, $0.01 par value, of Preferred Stock, of which no shares will be outstanding sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") between the Bank and [________] [to the Bank]. The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of __________, 199_ (as amended and supplemented from time to time, the First Closing Date hereinafter defined, "Sale and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCKServicing Agreement"), of which 18,141,306 shares will be outstanding between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after Notes from the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to Bank by the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A I hereto (the "PRICING AGREEMENTUnderwriters"). The Pricing Agreement may take , for whom Chase Securities Inc. is acting as representative (the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:"Representative").

Introductory. C▇▇▇▇▇▇ Holdings, Inc. American Medserve Corporation ("COMPANY"), ) a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, 1,000,000 shares of Preferred Stock, $.01 par value, none of which no shares will be were outstanding as of the First Closing Date hereinafter defined____________, 1996 and 150,000,000 shares, $0.01 par value, 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 18,141,306 ________ shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 803,550 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative Representatives and shall -------------------- * Plus an option to acquire up to 803,550 additional shares to cover overallotments. specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsThe persons named in Schedule A hereto (each a “Selling Stockholder” and collectively, Inc. the “Selling Stockholders”), severally and not jointly, propose to sell to the Underwriters ("COMPANY"as defined below) an aggregate of 10,700,000 outstanding shares (“Firm Securities”) of common stock, $0.01 par value per share (“Securities”), of National CineMedia, Inc., a Delaware corporationcorporation (“Company”), will haveand also propose to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,337,500 additional outstanding shares (“Optional Securities”) of the Company’s Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” The Firm Securities and the Optional Securities are comprised of Securities issuable upon redemption of a like number of outstanding common membership units (the filing “Common Units”) of an amendment National CineMedia, LLC, a Delaware limited liability company (“NCM LLC”), held by each Selling Stockholder, which Common Units such Selling Stockholder intends to its Fourth redeem, and which Securities the Company intends to issue to such Selling Stockholder upon such redemption, prior to the First Closing Date and the Optional Closing Date, as applicable (as such terms are defined below), in accordance with the Third Amended and Restated Limited Liability Company Operating Agreement of NCM LLC, as amended by the First Amendment thereto dated as of March 16, 2009 and the Second Amendment (as defined below) (as so amended, the “NCM LLC Agreement”), the Company’s Amended and Restated Certificate of Incorporation and the Waiver (as defined below) (the "CHARTER AMENDMENT"“Redemption”), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of . Prior to the First Closing Date hereinafter definedDate, the Company, the Selling Stockholders and the other members of NCM LLC propose to enter into a Second Amendment to the NCM LLC Agreement, a copy of which has been provided to the Underwriters, with respect to certain provisions governing the Redemption (the “Second Amendment”), and 150,000,000 sharesthe Selling Stockholders, $0.01 par valueCinemark Holdings, of Common Stock Inc. and the Company propose to execute a waiver with respect to certain notice periods for the Redemption under the NCM LLC Agreement ("COMMON STOCK"the “Waiver”), of which 18,141,306 shares will be outstanding as . Each of the First Closing Date hereinafter defined (excluding any shares Selling Stockholders and each of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to NCM LLC hereby agrees with the several underwriters Underwriters named in Schedule A as it may be amended by the Pricing B hereto (“Underwriters”) that any and all references in this Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists “subsidiaries” of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:include NCM LLC.

Introductory. CHi-Crush Partners LP, a Delaware limited partnership (the “Partnership”), and Hi-Crush GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner” and together with the Partnership, the “Partnership Parties”), agrees with [ ] (the “Manager”) to issue and sell from time to time through the Manager, as sales agent and/or as principal, its common units representing limited partnership interests in the Partnership, (the “Offered Securities”). The Partnership Parties have also entered into Distribution Agency agreements, dated of even date herewith (the “Alternative Distribution Agency Agreements”), with each of Credit Suisse Securities (USA) LLC (“Credit Suisse”), UBS Securities LLC (“UBS”), and ▇▇▇▇▇ and Company, LLC (“Cowen”, and collectively, the “Alternative Managers”). The aggregate gross sales price of the Offered Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agency Agreements shall not exceed $50 million (the “Maximum Amount”). This Agreement and the Alternative Distribution Agency Agreements are sometimes hereinafter referred to collectively as the “Distribution Agreements”. The Manager agrees that whenever the Partnership determines to sell the Offered Securities through the Manager, acting as sales agent, the Manager will send to the Partnership a notice (a “Transaction Notice”), confirming the agreed terms of such proposed transaction and the Partnership shall promptly indicate its acceptance thereof by countersigning and returning such Transaction Notice by the means set forth in Section 10 hereof or by sending an email confirming acceptance of such Transaction Notice (provided, that following such email confirming acceptance, the Partnership will also promptly return the countersigned Transaction Notice to the Manager by the means set forth in Section 10 hereof), in each case in accordance with Section 3 of this Agreement. The Partnership Parties hereby agree that once it provides a Transaction Notice to the Manager, it will not provide any orders, or offer to sell any Offered Securities, to any Alternative Manager prior to the completion or termination of the transactions contained in the Transaction Notice. The Partnership agrees that whenever it determines to sell the Offered Securities directly to the Manager, as principal, it will enter into a separate agreement (a “Terms Agreement”) in form and substance satisfactory to the Manager relating to such sale in accordance with Section 3 of this Agreement. In this Agreement, the Partnership, the General Partner, Hi-Crush ▇▇▇▇▇▇▇▇ HoldingsLLC, Inc. a Delaware limited liability company ("COMPANY"“▇▇▇▇▇▇▇▇”), Hi-Crush Railroad LLC, a Delaware limited liability company (“Railroad”), Hi-Crush Augusta Acquisition Co. LLC, a Delaware limited liability company (“Acquisition Co.”), Hi-Crush Augusta LLC, a Delaware limited liability company (“Augusta”), Hi-Crush Wyeville LLC, a Delaware limited liability company (“Wyeville”), Hi-Crush Operating LLC, a Delaware limited liability company (“Operating”), D & I Silica, LLC, a Pennsylvania limited liability company (“D&I”), Hi-Crush Canada Inc., a Delaware corporation, will haveHi-Crush Canada Distribution, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation a British Columbia corporation, Hi-Crush LMS LLC, a Delaware limited liability company (the "CHARTER AMENDMENT"“LMS”), an authorized capital stock consisting of 10,000,000 sharesHi-Crush Investments Inc., $0.01 par valuea Delaware corporation (“Investments”), of Preferred StockHi-Crush PODS LLC, of which no shares will be outstanding as of the First Closing Date hereinafter defineda Delaware limited liability company (“PODS”), and 150,000,000 sharesHi-Crush ▇▇▇▇▇ LLC, $0.01 par value, of Common Stock a Delaware limited liability company ("COMMON STOCK"“▇▇▇▇▇”), of which 18,141,306 shares will be outstanding as of are collectively called the First Closing Date hereinafter defined “Operating Subsidiaries.” The Partnership Parties, the Operating Subsidiaries and Hi-Crush Finance Corp., a Delaware corporation (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Finance”), who are acting severally collectively called the “Partnership Entities” and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option each singularly is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESa “Partnership Entity”." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsNorthrop Grumman Corporation, Inc. a Delaware corporation (the "COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 from time to time, in one or more series, on terms to be decided at the time of offering, (i) its 7.25% Equity Security Units (the "Underwritten Units") and, at the election of the Underwriters (as defined below), an additional number of 7.25% Equity Security Units (the "Option Units") to cover over-allotments and (ii) shares of its authorized but unissued common stock, par value $1.00 per share (the "Common Stock ("FIRM SHARESStock") to (the several underwriters named in Schedule A as it may be amended by "Underwritten Shares") and, at the Pricing Agreement hereinafter defined ("UNDERWRITERS")election of the Underwriters, who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional number of shares of Common Stock to cover over-allotments (the "OPTION SHARESOption Shares"). Each Equity Security Unit will have a stated amount of $100.00 and will initially be comprised of (a) a purchase contract (the "Purchase Contract") under which the holder will purchase from the Company on November 16, 2004, a number of shares (the "Issuable Common Stock") of Common Stock of the Company equal to the Settlement Rate as provided set forth in Section 4 hereofthe Purchase Contract Agreement (as defined below) and (b) a 5.25% senior note due 2006 of the Company having a principal amount of $100.00 (the "Debt Security"). The Firm Shares and, to the extent such option is exercised, Underwritten Units and the Option Shares, Units that the Underwriters elect to purchase pursuant to Section 3 hereof are hereinafter collectively referred to as the "SHARES.Units," You have advised and the Company Underwritten Shares and the Option Shares that the Underwriters propose elect to make a public offering of their respective portions of purchase pursuant to Section 3 hereof are collectively referred to as the "Shares." The Underwritten Units and the Underwritten Shares as soon as you deem advisable after the registration statement are hereinafter referred to becomes effective, if it has not yet become effective, as the "Underwritten Securities," and the Pricing Agreement Option Units and Option Shares are hereinafter defined has been executed and delivered. The Company and referred to as the Underwriters agree that up to 312,500 "Option Securities." In accordance with the terms of the Shares a Purchase Contract Agreement, to be purchased by the Underwriters dated as of November 21, 2001 (the "RESERVED SHARESPurchase Contract Agreement") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of ), between the Company and JPMorgan Chase Bank, as purchase contract agent (the "INVITEESPurchase Contract Agent"), as the Debt Securities constituting a part of the distribution of the Shares Equity Security Units will be pledged by the UnderwritersPurchase Contract Agent, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwritersholders of the Equity Security Units, shall enter into an agreement substantially in the form to The Bank of Exhibit A hereto New York, as collateral agent (the "PRICING AGREEMENTCollateral Agent"), pursuant to a Pledge Agreement, to be dated as of November 21, 2001 (the "Pledge Agreement"), among the Company, the Purchase Contract Agent, the Collateral Agent and The Bank of New York, as custodial agent (the "Custodial Agent") and securities intermediary (the "Securities Intermediary"), to secure the holders' obligation to purchase Issuable Common Stock under the Purchase Contracts. The rights and obligations of a holder of Equity Security Units in respect of Debt Securities (subject to the pledge thereof) and Purchase Contracts will initially be evidenced by a Normal Units Certificate (as defined in the Purchase Contract Agreement). The Pricing Agreement may take Debt Securities will be issued pursuant to an Indenture (the form "Indenture"), to be dated as of an exchange of any standard form of written telecommunication November 21, 2001, between the Company and JPMorgan Chase Bank, as Trustee (the Representative "Trustee"). Pursuant to a Remarketing Agreement (the "Remarketing Agreement") to be entered into among the Company, the Purchase Contract Agent and shall specify such applicable information a financial institution to be selected by the Company to act as is indicated in Exhibit A hereto. The offering of reset agent and remarketing agent (together, the Shares "Remarketing Agent"), the Debt Securities or other Pledged Securities (as defined below) will be governed by this Agreementremarketed, as supplemented by the Pricing Agreement. From subject to certain terms and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:conditions.

Introductory. C▇▇▇▇▇▇ HoldingsAlibaba Group Holding Limited, Inc. an exempted company incorporated in the Cayman Islands ("COMPANY"the “Company”), a Delaware corporationagrees, will havesubject to the terms and conditions stated herein, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters Underwriters named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting an aggregate of 123,076,931 American Depositary Shares (“ADSs”), each ADS representing one ordinary share, par value US$0.000025 per share (the “Ordinary Shares”) of the Company, and Yahoo! Inc., Yahoo! Hong Kong Holdings Limited and the other shareholders listed in Schedule B hereto (collectively, the “Selling Shareholders”) severally and not jointly. In additionjointly agree, subject to the Company proposes terms and conditions stated herein, to grant sell to the Underwriters an option aggregate of 197,029,169 ADSs. At the election of the Underwriters, the Company agrees, subject to purchase the terms and conditions stated herein, to issue and sell up to 937,500 26,143,903 additional shares ADSs, and certain of Common Stock the Selling Shareholders ("OPTION SHARES"to the extent indicated in Schedule B hereto) severally and not jointly agree, subject to the terms and conditions stated herein, to sell up to an aggregate of 21,871,997 additional ADSs. The aggregate of 320,106,100 ADSs to be sold by the Company and the Selling Shareholders are hereinafter referred to as provided in Section 4 hereofthe “Firm Securities,” and the aggregate of up to 48,015,900 additional ADSs to be sold by the Company and certain Selling Shareholders are hereinafter referred to as the “Optional Securities.” Schedule B attached hereto lists the number of Firm Securities and maximum number of Optional Securities to be sold by each of the Selling Shareholders. The Firm Shares and, to Securities and the extent such option is exercised, the Option Shares, Optional Securities are hereinafter collectively referred to as the "SHARES“Offered Securities." You have advised ” Unless the Company that context otherwise requires, each reference to the Underwriters propose to make a public offering of their respective portions of Firm Securities, the Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares as soon as you deem advisable after the registration statement (hereinafter referred to becomes effective, if it has not yet become effective, and as the Pricing Agreement hereinafter defined has been executed and delivered“Offered Shares”). The Company and the Underwriters agree that up have agreed to 312,500 reserve a portion of the Offered Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved them under this Agreement for sale by to the Underwriters to certain eligible Company’s directors, officers, employees and independent loan review specialists of business associates and other parties related to the Company (the "INVITEES"collectively, “Participants”), as part of set forth in the distribution of Final Prospectus under the Shares heading “Underwriting” (the “Directed Share Program”). The Directed Share Program shall be administered by Credit Suisse Securities (USA) LLC (the Underwriters, subject “DSP Underwriter”). The ADSs to be sold pursuant to the terms of this Agreement, Directed Share Program are referred to hereinafter as the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations“Directed Shares”. To the extent that any such Reserved Any Directed Shares are not confirmed orally confirmed or in writing for purchase by Invitees any Participant by 9:00 A.M. (New York City time) on the end of the first business day after following the date of this Agreement, such Reserved Shares may Agreement will be offered to the public by the Underwriters as part set forth in the Final Prospectus. The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of September [ ], 2014 among the Company, Citibank, N.A., as depositary (the “Depositary”), and holders and beneficial owners from time to time of the public offering contemplated hereby. ---------- American Depositary Receipts (1“ADRs”) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares issued by the several Underwriters, Depositary and evidencing the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:ADSs.

Introductory. C▇▇▇▇▇▇ HoldingsIndependence Energy Aggregator L.P. (the “Selling Stockholder”), Inc. ("COMPANY")as a stockholder of Crescent Energy Company, a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to agrees with the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined hereto ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes “Underwriters”) to grant sell to the several Underwriters 5,000,000 shares of its Class A common stock of the Company, par value $0.0001 (the “Class A Common Stock” or the “Firm Securities”). The Selling Stockholder also agrees to sell to the Underwriters, at the option of the Underwriters, an option to purchase up to 937,500 aggregate of not more than 750,000 additional shares of Class A Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"“Optional Securities”), as part set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. The shares of Class A Common Stock of the distribution Company to be outstanding after giving effect to the sale of the Offered Securities are referred to herein as the “Stock”. The Offered Securities consist of shares of Class A Common Stock that are issuable upon redemption of units representing limited liability company interests (the “OpCo Units”) of Crescent Energy OpCo LLC, a Delaware limited liability company (“OpCo”), together with the redemption of an equal number of shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of the Company, pursuant to the Amended and Restated Limited Liability Company Agreement of OpCo, dated December 7, 2021 (the “OpCo LLC Agreement”), immediately prior to the Closing Date (as hereinafter defined) on which the Offered Securities are to be sold (such redemption being hereinafter referred to as a “Redemption Transaction” and any such Shares by the Underwriters, subject issued in a Redemption Transaction hereinafter referred to as “Redemption Shares”). In order to exercise their redemption right pursuant to the terms of this the OpCo LLC Agreement, the applicable rules, regulations and interpretations of Selling Stockholder shall deliver a Redemption Notice (as defined in the National Association of Securities Dealers, Inc. ("NASD"OpCo LLC Agreement) and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and OpCo prior to the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:Closing Date.

Introductory. C▇▇▇▇▇▇ Holdings, Inc. ("COMPANY")Houston Wire & Cable Company, a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), has an authorized share capital stock consisting of 10,000,000 100,000,000 shares, $0.01 0.001 par value, of Common Stock (“Common Stock”), of which 20,867,172 shares will be outstanding as of the date hereof, and 5,000,000 shares, $0.001 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined. Certain shareholders of the Company (as named in Schedule B, the “Selling Shareholders”) propose to sell in the aggregate 5,500,000 shares (the “Firm Shares”) of the Company’s issued and 150,000,000 shares, $0.01 par value, of outstanding Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, one of the Company Selling Shareholders proposes to grant to the Underwriters an option to purchase up to 937,500 825,000 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company and the Selling Shareholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Shareholders and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between among the Company Company, the Selling Shareholders and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. (1) Plus an option to acquire up to 825,000 additional shares to cover overallotments. The Company and the Selling Shareholders hereby confirms its confirm their agreement with the Underwriters as follows:

Introductory. CThermo ▇▇▇▇▇▇ Holdings, Inc. ("COMPANY")Scientific Inc., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”) and each of ▇.▇. ▇▇▇▇▇▇ Securities LLC, in its capacity as agent for an affiliate of the JPM Forward Purchaser (as defined below) (in such agency capacity, the “JPM Forward Seller”), and Barclays Capital Inc., in its capacity as agent for an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as affiliate of the First Closing Date hereinafter definedBarclays Forward Purchaser (as defined below) (in such agency capacity, and 150,000,000 sharesthe “Barclays Forward Seller” and, $0.01 par valuetogether with the JPM Forward Seller, of Common Stock ("COMMON STOCK"the “Forward Sellers”), of which 18,141,306 shares will be outstanding as at the request of the First Closing Date hereinafter Company in connection with the Forward Sale Agreements (as defined (excluding any shares below), confirm their respective agreements with you and each of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named Underwriters listed in Schedule A hereto (the “Underwriters”), for whom you are acting as it may be amended representatives (the “Representatives”), with respect to (a) subject to Section 10 hereof, the sale by the Pricing Agreement hereinafter defined ("UNDERWRITERS")Forward Sellers and the purchase by the Underwriters, who are acting severally and not jointly. In addition, of an aggregate of 25,730,994 shares of common stock, par value $1.00 per share, of the Company (such common stock the “Common Stock” and such shares of Common Stock, the Company proposes to “Borrowed Underwritten Shares”) and (b) the grant by the Forward Sellers or the Company, as applicable, to the Underwriters an Underwriters, in each case acting severally and not jointly, of the option described in Section 2 hereof to purchase up to 937,500 all or any portion of an additional 3,859,649 shares of Common Stock ("OPTION SHARES") as provided the “Option Shares”). Any Option Shares sold to the Underwriters by the Forward Sellers pursuant to Section 2 hereof upon exercise of the option described in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, 2 hereof are hereinafter collectively herein referred to as the "SHARES." You have advised “Borrowed Option Shares,” and any Option Shares sold to the Underwriters by the Company that pursuant to Section 2 hereof upon exercise of such option are herein referred to as the Underwriters propose “Company Option Shares.” The Borrowed Underwritten Shares and the Company Top-Up Underwritten Shares (as defined in Section 10 hereof) are herein referred to make a public offering collectively as the “Underwritten Shares.” The Company Top-Up Underwritten Shares, the Company Option Shares and the Company Top-Up Option Shares (as defined in Section 10 hereof) are herein referred to collectively as the “Company Shares.” The Borrowed Underwritten Shares and the Borrowed Option Shares are herein referred to collectively as the “Borrowed Shares.” The Underwritten Shares and the Option Shares are herein referred to collectively as the “Shares.” The shares of their respective portions Common Stock to be outstanding after giving effect to the sale of the Shares as soon as you deem advisable after the registration statement hereinafter are referred to becomes effective, if it has not yet become effective, and herein as the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:“Stock.”

Introductory. C▇▇▇▇▇▇ HoldingsICT Group, Inc. Inc., a Pennsylvania corporation ("COMPANY"the “Company”), a Delaware corporation, will have, upon and the filing several shareholders of an amendment to its Fourth Amended and Restated Certificate of Incorporation the Company identified in Schedule II annexed hereto (the "CHARTER AMENDMENT"), an authorized capital stock consisting “Selling Shareholders”) propose to sell 3,150,000 shares (the “Firm Shares”) of 10,000,000 sharescommon stock, $0.01 par value, of Preferred value per share (the “Common Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"”), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named identified in Schedule A as it may be amended by I annexed hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly, and for whom you are acting as representative (the “Representative”). In addition, the Company proposes and the Selling Shareholders have agreed to grant to the Underwriters an option to purchase up to 937,500 472,500 additional shares of Common Stock ("OPTION SHARES") the “Optional Shares”), as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, Optional Shares are hereinafter collectively referred to as the "SHARES“Shares." You ” As Representative of the Underwriters, you have advised the Company and the Selling Shareholders that the Underwriters propose to make a public offering of their respective portions of the Shares on the terms set forth herein and that the public offering price of the Shares initially will be $24.00 per share. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as soon as you deem advisable after amended, and the rules and regulations promulgated thereunder (collectively, the “Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-87912), which registration statement, as amended, has been declared effective by the Commission on May 20, 2002, and true and complete copies of which have heretofore been delivered to you. Such registration statement, in the form in which it was declared effective, as amended through the Applicable Time (as defined below), including the Preliminary Prospectus (as defined below) and all documents incorporated or deemed to be incorporated by reference therein through the Applicable Time, is hereinafter referred to becomes effective, if it has not yet become effective, and as the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up “Registration Statement.” Any registration statement filed pursuant to 312,500 Rule 462(b) of the Shares Act is herein referred to be purchased by as the Underwriters (“Rule 462(b) Registration Statement,” and after such filing the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) term “Registration 1 Plus an option to acquire purchase up to 937,500 472,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several UnderwritersCommon Stock. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated April 6, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:2006

Introductory. C▇▇▇▇▇▇ HoldingsZebra Technologies Corporation, Inc. a Delaware corporation (the "COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares[10,000,000] shares of Preferred Stock, $0.01 .01 par value, of Preferred which [_________] shares have been issued as of August [___], 1997, [35,000,000] shares of Class A Common Stock, of which no shares will be outstanding as of $.01 par value (the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of "Class A Common Stock ("COMMON STOCKStock"), of which 18,141,306 [___________] shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any August [___], 1997 and [35,000,000] shares of Class B Common Stock, $.01 par value (the "Class B Common Stock"; the Class B Common Stock that may be issued upon exercise and the Class A Common Stock are hereinafter collectively referred to as the "Common Stock"), of options after which [__________] shares were outstanding as of August [___], 1997. Certain stockholders of the date of this Agreement). The Company proposes (collectively referred to issue as the "Selling Stockholders" and named in Schedule B) propose to sell 6,250,000 2,056,344 shares of its authorized but unissued the Company's issued and outstanding Class B Common Stock, which shares of Class B Common Stock, pursuant to their terms, shall automatically be converted into an equal number of shares of Class A Common Stock ("FIRM SHARES") upon such sale, to you as the several underwriters named in Schedule A hereto as it may be amended by the Pricing Agreement hereinafter defined (the "UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively, such total of 2,056,344 shares of Class A Common Stock proposed to be sold by the Selling Stockholders are hereinafter referred to as the "Firm Shares." In addition, the Company proposes certain Selling Stockholders propose to grant to the Underwriters an option to purchase up to 937,500 308,451 additional shares of Class A Common Stock (the "OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option --------------- * Plus an option to acquire up to 308,451 additional shares from the Selling Stockholders to cover overallotment. Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the Representative, acting on behalf of the several Underwriters, Underwriters shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Underwriters and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsSurety Capital Corporation, Inc. a Texas corporation (the "COMPANY"), a Delaware corporation, will have, upon the filing proposes to issue and sell 1,925,061 shares ("PRIMARY SHARES") of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred but unissued Common Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, par value $0.01 par value, of Common Stock .10 per share ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined and Anchorage Fire and Casualty Insurance Company, in Liquidation (excluding any "SELLING SHAREHOLDER") proposes to sell 174,939 shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SECONDARY SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointlyto ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Incorporated ("UNDERWRITER"). In addition, the Company proposes to grant to the Underwriters Underwriter an option to purchase up to 937,500 288,739 additional shares of Common Stock ("OPTION ADDITIONAL SHARES") as provided in Section 4 5 hereof. The Primary Shares and the Secondary Shares are referred to herein as the "FIRM SHARES;" the Firm Shares and, to the extent such option is exercised, the Option Additional Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters you propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) * Plus an option to acquire up to 937,500 288,739 additional shares to cover overallotments over allotments. Prior to the purchase and public offering of the Shares by the several UnderwritersUnderwriter, the Company Company, the Selling Shareholder and the Representative, acting on behalf of the several Underwriters, Underwriter shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Shareholder and the Representative Underwriter and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Shareholder hereby confirms its agreement confirm their agreements with respect to the Underwriters purchase of the Shares by the Underwriter as follows:

Introductory. CThe stockholders listed in Schedule A hereto ("Selling Stockholders") propose severally to sell to the Underwriters (as hereinafter defined) a number of warrants to purchase common stock, $0.01 par value ("Common Stock"), of Next Level Communications, Inc., a Delaware corporation ("Company"), that will be exercisable on the First Closing Date (as hereinafter defined), without payment of any cash exercise price, for an aggregate of __________ shares of Common Stock (such warrants being referred to herein as the "Firm Securities" and such shares of Common Stock being referred to herein as the "Firm Shares") and also propose to sell to the Underwriters, at the option of Underwriters, additional warrants to purchase Common Stock that will be exercisable on any Optional Closing Date (as hereinafter defined) for an aggregate of not more than additional shares of Common Stock as set forth below (such additional warrants being referred to herein as the "Optional Securities" and such additional shares of Common Stock being referred to herein as the "Optional Shares"). The Firm Securities and the Optional Securities are herein collectively called the "Securities," and the Firm Shares and the Optional Shares are herein collectively called the "Offered Shares." The Securities shall constitute a portion of the warrants issued by the Company to affiliates of Spen▇▇▇ ▇▇▇▇▇ Holdings▇▇▇estors LLC on November 15, Inc. 1999, and the number of Firm Securities and Optional Securities shall be determined in accordance with the provisions of Section 1.2 of such warrants. Each of the Selling Stockholders hereby agrees with the Company and with the several Underwriters named in Schedule B hereto ("COMPANYUnderwriters"), a Delaware corporationfor whom Credit Suisse First Boston Corporation, will have, upon the filing of an amendment to its Fourth Amended Lehm▇▇ ▇▇▇thers Inc. and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who UBS Warburg LLC are acting severally and not jointly. In additionas Representatives (in such capacity, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEESRepresentatives"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. CPursuant to the terms and conditions of this Underwriting Agreement (this “Agreement”), the selling stockholders listed on Schedule A hereto (the “Selling Stockholders”) propose, severally and not jointly, to sell to Credit Suisse Securities (USA) LLC (the “Underwriter”) an aggregate of 6,600,000 shares of Class A common stock, par value $0.01 per share (“Securities”) of ▇▇▇▇▇▇▇ HoldingsMinerals, Inc. ("COMPANY")Inc., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any such 6,600,000 shares of Common Stock that may be issued upon exercise of options after Securities being hereinafter referred to as the date of this Agreement“Firm Securities”). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS")Selling Stockholders have also agreed, who are acting severally and not jointly. In addition, the Company proposes to grant sell to the Underwriters Underwriter, at the option of the Underwriter, an option to purchase up to 937,500 aggregate of not more than 990,000 additional shares of Common Stock Securities ("OPTION SHARES"the “Optional Securities”) as provided in Section 4 hereofset forth below. The Firm Shares andSecurities and the Optional Securities are herein collectively called the “Offered Securities” and the proposed sale of the Offered Securities is referred to herein as the “Offering”. A portion of the Offered Securities to be sold by the Selling Stockholders consists of Securities that are issuable upon redemption of units in ▇▇▇▇▇▇▇ Minerals Holdings, LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ LLC”), pursuant to the extent First Amended and Restated Limited Liability Company Agreement of ▇▇▇▇▇▇▇ LLC, dated as of April 23, 2019, immediately prior to the Closing Date on which such option is exercised, the Option Shares, Offered Securities are to be sold (any such redemption being hereinafter collectively referred to as the "SHARESa “Redemption Transaction”)." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. ("COMPANY")Dynavax Technologies Corporation, a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting of 10,000,000 sharesproposes to sell, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of pursuant to the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date terms of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") , to the several underwriters named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters,” or, each, an “Underwriter”), who are acting severally and not jointly. In additionan aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to grant sell to the Underwriters an option to purchase Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to 937,500 an additional 2,100,000 shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereofthe “Optional Stock”). The Firm Shares and, to Stock and the extent such option is exercised, the Option Shares, Optional Stock are hereinafter collectively referred to as the "SHARES." You have advised “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the Company that the Underwriters propose to make a public offering of their respective portions representatives of the Shares as soon as you deem advisable after the registration statement several Underwriters and in such capacity are hereinafter referred to becomes effectiveas the “Representatives.” A registration statement” on Form S-3, if it as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not yet become effectiveearlier than three (3) years prior to the date hereof; such registration statement, and the Pricing Agreement hereinafter defined any post-effective amendment thereto, became effective on filing and/or has been executed declared effective by the Commission in such form; and delivered. The Company no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Underwriters agree that up to 312,500 Commission, and no notice of objection of the Shares Commission to be purchased by the Underwriters use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the "RESERVED SHARES"“Rules and Regulations”) shall be reserved for sale promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), prospectus filed as part of such registration statement in the distribution of form in which it has most recently been filed with the Shares by the Underwriters, subject Commission on or prior to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the public Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Underwriters as Rules and Regulations to be part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriterssuch registration statement, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:are hereinafter collectively

Introductory. C▇▇▇▇▇▇ HoldingsCDW Computer Centers, Inc. Inc., an Illinois corporation (the "COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares5,000,000 shares of Preferred Stock, $0.01 1.00 par value, of Preferred Stock, which as of which the closing of the offering of shares contemplated by this Agreement no shares will be outstanding as of the First Closing Date hereinafter definedhave been issued, and 150,000,000 shares75,000,000 shares of Common Stock, $0.01 .01 par value, of value (the "Common Stock ("COMMON STOCKStock"), of which 18,141,306 immediately prior to the closing of the offering of shares contemplated by this Agreement 21,524,984 shares will be outstanding as outstanding. Certain stockholders of the First Closing Date hereinafter defined (excluding any Company propose to sell 632,064 shares of the Company's issued and outstanding Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") Stock, to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (the "UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Of the 632,064 shares of Common Stock, certain officers of the Company (the "Management Selling Stockholders" named in Schedule B) propose to sell 500,000 shares, and certain employees of the Company (the "MPK Plan Selling Stockholders" named in Schedule B) propose to sell 132,064 shares. The Management Selling Stockholders and the MPK Plan Selling Stockholders are collectively referred to herein as the "Selling Stockholders." Collectively, such total of 632,064 shares of Common Stock proposed to be sold by the Selling Stockholders are hereinafter referred to as the "Firm Shares." In addition, the Company proposes Management Selling Stockholders propose to grant to the Underwriters an option to purchase up to 937,500 50,000 additional __________________ * Plus an option to acquire up to 50,000 additional shares from the Management Selling Stockholders to cover overallotments. shares of Common Stock (the "OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇Banc of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") $1,842,163,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the aggregate initial Class Certificate Balances or Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise initial Class Certificate Balance or Notional Amount within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class B-4, Class B-5, Class B-6, Class CE and Class P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage loans having original terms to maturity of approximately 180 to approximately 480 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated September 29, 2006 by and between the Company, as purchaser and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, dated September 29, 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National Association, as trustee (the "Trustee"), and ▇▇▇▇▇ HoldingsFargo Bank, Inc. ("COMPANY")N.A., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation as master servicer (the "CHARTER AMENDMENTMaster Servicer"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding ) and as of securities administrator (the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCKSecurities Administrator"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to Offered Certificates will be issued in the several underwriters named denominations specified in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS")I. The Pooling and Servicing Agreement, who are acting severally and not jointly. In additionthis Agreement, the Company proposes to grant to Mortgage Loan Purchase Agreement and the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares andagreement, to the extent such option is exercisedbe dated September 29, the Option Shares2006, are hereinafter collectively referred to by and between BAS, as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effectivepurchaser, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Purchase Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To are collectively referred to herein as the extent "Basic Documents." Capitalized terms used herein that any such Reserved Shares are not orally confirmed for purchase by Invitees by otherwise defined herein have the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially meanings assigned thereto in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Pooling and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Servicing Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:.

Introductory. C▇▇▇▇▇▇ HoldingsHeritage-Crystal Clean, Inc. ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 500,000 shares, $0.01 par value, of preferred stock (“Preferred Stock”), of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 15,000,000 shares, $0.01 par value, of common stock (“Common Stock ("COMMON STOCK"Stock”), of which 18,141,306 10,269,290 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)defined. The Company proposes to issue and sell 6,250,000 1,740,000 shares of its authorized but unissued Common Stock ("FIRM SHARES"“Firm Shares”) to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 261,000 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Public Offering Shares." ” You have advised the Company that the Underwriters propose to make a public offering (the “Public Offering”) of their respective portions of the Public Offering Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Concurrently with the Public Offering hereinafter defined, the Company proposes to issue and sell to certain of its existing stockholders and related persons (the “Direct Placement Purchasers”) 1,200,000 shares of its authorized but unissued Common Stock (the “Direct Placement Shares” and, together with the Public Offering Shares, the “Shares”) at the initial public offering price set forth in the Pricing Agreement hereinafter defined (the “Direct Placement” and, together with the Public Offering, the “Offerings”), the closing of which will occur simultaneously with the completion of the Public Offering. Except for the filing of the Certificate of Merger with respect to the merger of BRS-HCC Investment Co., Inc. with and into the Company with the Secretary of State of the State of Delaware (an 1 Plus an option to acquire up to 261,000 additional shares to cover overallotments. executed copy of which is currently being held in escrow by the Company and has been pre-cleared by the Secretary of State of the State of Delaware), the release of loan documents required under Section 4.02 of the Company’s Credit Facility with its lender that have been delivered to the lender to be held in escrow and the funding of available amounts thereunder to pay a portion of the proceeds to the holders of preferred units of Heritage-Crystal Clean LLC as described in the Prospectuses, the Company has obtained all consents, approvals and documentation required from third parties required to validly exchange the outstanding membership interests of Heritage-Crystal Clean, LLC, a Delaware limited liability company (“HCC LLC”), for cash and shares of Common Stock, including the financing required therefor, in a reorganization (the “Reorganization”) described under the heading “Reorganization” in the Statutory Prospectus (as defined below), and the Company’s ability to consummate the Reorganization and such financing is subject only to the execution of this Agreement. The Company and the Underwriters agree that up to 312,500 87,000 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES"“Reserved Shares”) shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"“Invitees”), as part of the distribution of the Public Offering Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. Financial Industry Regulation Authority ("NASD"“FINRA”) and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering Public Offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering Public Offering of the Public Offering Shares by the several Underwriters, the Company and W▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (the “Representative”), acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares Public Offering will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and HCC LLC hereby confirms its confirm their agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsZengine, Inc. ("COMPANY"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, 20,000,000 shares of Preferred Stock, no par value, of which no shares will be were outstanding as of the First Closing Date hereinafter defined____________, 2000 and 150,000,000 100,000,000 shares, $0.01 no par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 [1,800,000 PRE-SPLIT] shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 _______ shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. Such total of ___________ shares of Common Stock proposed to be sold by the Company is hereinafter referred to as the "FIRM SHARES." In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 ________ additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Company, L.L.C. ("▇▇▇▇▇") has the authority, subject to the terms and conditions contained herein, to act on behalf of the several Underwriters and the Representatives hereunder. The Company also proposes to issue and sell an aggregate of ___________ shares ("MCSI SHARES") of Common Stock directly to certain stockholders of MCSi, Inc., a Maryland corporation and parent of the Company ("MCSI"), or, if all such MCSi Shares are not a so purchased by MCSi stockholders, then the Company shall issue and sell such unpurchased MCSi Shares to MCSi ("MCSi SUBSCRIPTION PROGRAM"). You have advised the Company that the Underwriters propose to make a public offering (the "Offering") of their respective portions of the Shares as soon as you deem advisable after the ------------------------ (1) Plus an option to acquire up to ____ additional shares to cover overallotments. registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsAytu BioPharma, Inc. ("COMPANY")Inc., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting proposes to sell, pursuant to the terms of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock this underwriting agreement ("COMMON STOCK"this “Agreement”), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters,” or, each, an “Underwriter”), who are acting severally an aggregate of 1,366,668 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) and not jointly. In addition, an aggregate of 8,233,332 pre-funded warrants (the Company proposes to grant to the Underwriters an option “Pre-Funded Warrants”) to purchase up to 937,500 additional 8,233,332 shares of Common Stock ("OPTION SHARES") the “Pre-Funded Warrant Shares”). The aggregate of 1,466,668 shares so proposed to be sold is hereinafter referred to as provided the “Firm Stock” and the aggregate of 8,233,332 Pre-Funded Warrants so proposed to be sold is hereinafter referred to as the “Firm Pre-Funded Warrants” and collectively, the Firm Stock, Firm Pre-Funded Warrants and Pre-Funded Warrant Shares is hereinafter referred to as the Firm Securities. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 3 hereof, up to an additional 1,440,000 shares of Common Stock (the “Optional Stock”) and/or an additional 1,440,000 Pre-Funded Warrants (the “Optional Pre-Funded Warrants”) to purchase 1,440,000 shares of Common Stock (the “Optional Pre-Funded Warrant Shares” and collectively, with the Optional Stock and Optional Pre-Funded Warrants, the “Optional Securities”); provided, however, that the sum of the total number of shares of Optional Stock and total number of Optional Pre-Funded Warrants purchased shall not exceed 15% of the total number of Firm Securities purchased. The Firm Shares and, to the extent such option is exercised, the Option Shares, Securities and Optional Securities are hereinafter collectively referred to as the "SHARES“Securities." You have advised ” This Agreement, the Company that Lock-up Agreement (as defined below), the Underwriters propose Prefunded Warrants, and all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transaction contemplated hereunder are hereinafter collectively referred to make a public offering of their respective portions as the “Transaction Documents.” Lake Street Capital Markets, LLC is acting as representative of the Shares as soon as you deem advisable after the registration statement several Underwriters and in such capacity is hereinafter referred to becomes effective, if it has not yet become effective, and as the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. “Representative.” To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreementthere shall be a sole Underwriter named in Schedule A hereto, such Reserved Shares may be offered all references to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:refer only to such sole Underwriter, and all corresponding changes in this Agreement from plural to singular shall be deemed to have been made.

Introductory. C▇▇▇▇▇▇ HoldingsNeenah Foundry Company, Inc. a Wisconsin corporation ("COMPANY"the “Company”), a Delaware corporationhereby agrees to issue to you, will haveat the time set forth in this Agreement, upon U.S.$75,000,000 of the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation Company’s 121/2% Senior Subordinated Notes due 2013 (the “New Subordinated Notes”) in exchange for an equal principal amount of the Company’s outstanding 13% Senior Subordinated Notes due 2013 (the “13% Notes"CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares ) that you now own. The New Subordinated Notes will be outstanding substantially in the form attached hereto as Schedule A. Concurrently with the issuance of the First Closing Date hereinafter definedNew Subordinated Notes, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares the Company will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to also issue and sell 6,250,000 shares of its authorized but unissued Common Stock to Credit Suisse Securities ("FIRM SHARESUSA) LLC (“Credit Suisse") U.S. $225,000,000 91/2% Senior Secured Notes due 2017 (the “Senior Notes”) pursuant to a Purchase Agreement (the several underwriters named “Senior Notes Purchase Agreement") dated December 15, 2006, a copy of which is attached hereto as Schedule B. The payment of principal of, and interest on, the New Subordinated Notes will be guaranteed on a subordinated basis, jointly and severally (the “Guarantees”), by all of the Company’s Wholly Owned Domestic Restricted Subsidiaries as defined in Schedule A as it may be amended the form of Indenture attached to and incorporated by reference into the Pricing Agreement hereinafter defined New Subordinated Notes ("UNDERWRITERSthe “Indenture"), who . Our Wholly Owned Domestic Restricted Subsidiaries are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Guarantors” herein. The New Subordinated Notes and the Guarantees will be unsecured. The New Subordinated Notes and the Guarantees are herein collectively referred to as the “Exchanged Securities." You ” The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” Holders (including subsequent transferees) of the Exchanged Securities will have advised the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”), to be dated the date hereof, for so long as such Exchanged Securities constitute “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, (i) a registration statement under the Securities Act relating to other securities that are identical in all material respects to the Underwriters propose Exchanged Securities and registered under the Securities Act (the “Registered Exchange Securities"), to make be offered in exchange for the Exchanged Securities (such offer to exchange being referred to as the “Exchange Offer”) or, in certain circumstances (ii) a public offering of their respective portions shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Shares Exchanged Securities, and to use its commercially reasonable efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Exchanged Securities and the Registered Exchange Securities are referred to collectively as the “Securities.” The Company has commenced an offer to purchase (the “Tender Offer”) any and all of its existing U.S. $133,130,000 11% Senior Secured Notes due 2010 (the “2010 Notes”), together with a related solicitation of consents (the “Consent Solicitation”), as further described in the Offer to Purchase and Consent Solicitation Statement dated December 15, 2006 (the “Offer to Purchase and Consent Solicitation Statement”). The Company also has negotiated an Amended and Restated Loan and Security Agreement among the Company, as Borrower, and Bank of America, N.A., as Agent, the other parties named therein and the Lenders named therein (the “New Credit Agreement”). The closing of the Tender Offer and the Consent Solicitation is conditioned on the purchase of at least a majority of the 2010 Notes in accordance therewith and on the closing of the sale of the Senior Notes and the closing of the New Credit Agreement. The Company also plans to redeem (the “Redemption”) its 13% Notes that remain outstanding after completion of the exchange contemplated hereby in accordance with the terms of the indenture governing the 13% Notes (the “13% Notes Indenture”). The Redemption will occur as soon as you deem advisable after practicable following the registration statement hereinafter referred purchase of at least a majority of the 2010 Notes pursuant to becomes effectivethe Tender Offer and the Consent Solicitation, if it has not yet become effectivethe closing of the sale of the Senior Notes, and the Pricing Agreement hereinafter defined has been executed and deliveredclosing of the New Credit Agreement. The Company and the Underwriters Guarantors hereby agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters Tontine as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. ("COMPANY")Dynavax Technologies Corporation, a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting of 10,000,000 sharesproposes to sell, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of pursuant to the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date terms of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") , to the several underwriters named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters,” or, each, an “Underwriter”), who are acting severally and not jointly. In addition(i) an aggregate of 18,525,000 shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company proposes to grant to (the Underwriters an option “Common Shares”) and warrants to purchase up to 937,500 additional an aggregate of 4,631,250 shares of Common Stock ("OPTION SHARES"the “Warrants”) in the form attached hereto as provided in Section 4 hereofExhibit I and (ii) an aggregate of 4,840 shares of the Company’s Series B Convertible Preferred Stock, $0.001 par value per share (the “Preferred Stock”, and together with the Common Shares, the “Stock”) and Warrants to purchase an aggregate of 1,210,000 shares of Common Stock. The Firm Shares and, to shares of Common Stock underlying the extent such option is exercised, the Option Shares, Warrants are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering “Warrant Shares”. The shares of their respective portions Common Stock issuable upon conversion of the Shares as soon as you deem advisable after the registration statement Preferred Stock are hereinafter referred to becomes effective, if it has not yet become effectiveas the “Conversion Shares”, and together with the Pricing Agreement Warrant Shares, the “Underlying Shares”. ▇▇▇▇▇ and Company, LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” An “automatic shelf registration statement” as defined in Rule 405 of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-3 (File No. 333-219781) in respect of the Stock and Warrants has been executed filed with the Securities and delivered. The Company Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the Underwriters agree effectiveness of such registration statement or any part thereof has been issued and no proceeding for that up to 312,500 purpose has been initiated or threatened by the Commission, and no notice of objection of the Shares Commission to be purchased the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the Rules and Regulations has been received by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), prospectus filed as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially automatic shelf registration statement in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:the

Introductory. C▇▇▇▇▇▇ HoldingsTurboChef Technologies, Inc. ("COMPANY"“Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 5,000,000 shares of Preferred Stock, $1.00 par value per share, of which no shares were outstanding as of [____], 2005 and 100,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par valuevalue per share, of Common Stock ("COMMON STOCK"“Common Stock”), of which 18,141,306 [____] shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 [____] shares of its authorized but unissued Common Stock, and certain stockholders of the Company (collectively referred to as the “Selling Stockholders” and named in Schedule B) propose to sell [____] shares of the Company’s issued and outstanding Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. Collectively, such total of shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the “Firm Shares.” In addition, certain of the Company proposes Selling Stockholders propose to grant to the Underwriters an option to purchase up to 937,500 [____] additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their agreements with the Underwriters as follows:: *Plus an option to acquire up to [____] additional shares to cover over-allotments.

Introductory. C▇▇▇▇▇▇ HoldingsMDxHealth SA, Inc. a limited liability company ("COMPANY"naamloze vennootschap/société anonyme) organized under the laws of Belgium (the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares sell, pursuant to the terms of its authorized but unissued Common Stock this Underwriting Agreement ("FIRM SHARES") the “Agreement”), to the several underwriters named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters,” or, each, an “Underwriter”), who are acting severally and not jointly. In addition, an aggregate of 10,000,000 American Depositary Shares of the Company (“ADSs”) each representing ten (10) fully paid ordinary shares to be issued without nominal value (the “Ordinary Shares”). The aggregate of 10,000,000 ADSs so proposed to be sold is hereinafter referred to as the “Offered ADSs”. The Company also proposes to grant sell to the Underwriters an option to purchase Underwriters, upon the terms and conditions set forth in Section 3(b) hereof, up to 937,500 an additional shares of Common Stock 1,500,000 ADSs ("OPTION SHARES") as provided in Section 4 hereofthe “Optional ADSs”). The Firm Shares and, to Offered ADSs and the extent such option is exercised, the Option Shares, Optional ADSs are hereinafter collectively referred to as the "SHARES." You have advised “Securities”. ▇▇▇▇▇ and Company, LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as representatives of the several Underwriters (the “Representatives” or “you” or “your”). The Company shall, following subscription by the Underwriters of the Offered ADSs, deposit, on behalf of the Underwriters, the Ordinary Shares being delivered in the form of the Offered ADSs with ING Bank S.A. as custodian (the “Custodian”) for The Bank of New York Mellon (the “Depositary”) in Belgium, which shall deliver the Offered ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters for subsequent delivery to the ultimate investors that subscribed for such ADSs. Each ADS will represent ten (10) fully paid Ordinary Shares, and may be evidenced by American Depositary Receipts (“ADRs”), to be issued by the Depositary, pursuant to the deposit agreement dated as of November 8, 2021 (the “Deposit Agreement”) by and among the Company, the Depositary and the owners and holders from time to time of the ADSs. Each reference herein to an ADR shall include the corresponding ADS and vice versa. The Company understands that the Underwriters propose to make a public offering of their respective portions of the Shares Offered ADSs as soon as you the Representatives deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing this Agreement hereinafter defined has been executed and delivered. The Company and price to the Underwriters agree that up to 312,500 public of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject Offered ADSs has been fixed through a book-building process immediately prior to the terms signing of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:.

Introductory. C▇▇▇▇▇▇ HoldingsAmerican Public Education, Inc. ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 100,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"“Common Stock”), of which 18,141,306 17,940,439 shares were outstanding as of September 30, 2008, and no other shares of Common Stock will be outstanding have been issued as of the First Closing Date hereinafter defined (excluding any defined, except for shares of Common Stock that may be issued upon the exercise of stock options after outstanding as of September 30, 2008, 1,218 shares of Common Stock issued pursuant to the date Company’s director compensation policies or shares of Common Stock issued pursuant to this Agreement). The Company proposes to issue and sell 6,250,000 15,000 shares of its authorized but unissued Common Stock, and certain stockholders of the Company (as named in Schedule B, the “Selling Stockholders”) propose to sell in the aggregate 3,791,657 shares of the Company’s issued and outstanding Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. Collectively, such total of 3,806,657 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the “Firm Shares.” In addition, the Company proposes Selling Stockholders propose to grant to the Underwriters an option options to purchase up to 937,500 an aggregate of 421,295 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is options are exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between among the Company Company, the Selling Stockholders and the Representative and shall 1 Plus options to acquire up to an aggregate of 421,295 additional shares to cover overallotments. specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Stockholders hereby confirms its confirm their agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. Rental Service Corporation ("COMPANYCompany"), ) a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, an authorized capital stock consisting of 500,000 shares of Preferred Stock, $.01 par value, of which no shares were outstanding as of May 29, 1997 and 150,000,000 20,000,000 shares, $0.01 .01 par value, of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 11,571,777 shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 3,000,000 shares of its authorized but unissued Common Stock, and certain stockholders of the Company (collectively referred to as the "Selling Stockholders" and named in Schedule B) propose to sell 2,280,000 shares of the Company's issued and outstanding Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively, such total of 5,280,000 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the "Firm Shares." In addition, the Company proposes certain Selling Stockholders propose to grant to the Underwriters an option to purchase up to 937,500 792,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the Representative, acting on behalf of the several Underwriters, Underwriters shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Underwriters and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be be (1) Plus an option to acquire up to 792,000 additional shares to cover over allotments. 2 governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsSocial Capital Suvretta Holdings Corp. IV, Inc. a Cayman Islands exempted company ("COMPANY"the “Company”), a Delaware corporation, will have, upon agrees with the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation underwriters named in Schedule I hereto (the "CHARTER AMENDMENT"“Underwriters”), an authorized capital stock consisting of 10,000,000 for whom you (the “Representative”) are acting as representative, to issue and sell to the Underwriters 22,000,000 Class A ordinary shares, par value $0.01 par value0.0001 per share, of Preferred Stock, of which no the Company (said shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may to be issued upon exercise of options after and sold by the date of this Agreement). The Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell 6,250,000 to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,300,000 additional Class A ordinary shares of its authorized but unissued Common Stock the Company to cover over-allotments ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Optional Securities”), who are acting severally and not jointly. In additionif any, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereofset forth below. The Firm Shares and, to Securities and the extent such option is exercised, the Option Shares, Optional Securities are hereinafter herein collectively referred to as the "SHARES“Offered Securities." You have advised ” Certain capitalized terms used herein and not otherwise defined are defined in Section 23 to this agreement (this “Agreement”). As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. Pursuant to the securities subscription agreement, dated as of March 2, 2021, as amended and restated on May 24, 2021 (the “Securities Subscription Agreement”), by and between the Company that the Underwriters propose to make and SCS Sponsor IV LLC, a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters Cayman Islands limited liability company (the "RESERVED SHARES") shall be reserved for sale by “Sponsor”), the Underwriters Company issued to certain eligible employees and independent loan review specialists the Sponsor an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company (such shares, as well as the "INVITEES"Class A ordinary shares issuable upon conversion thereof, where applicable, the “Founder Shares”) for an aggregate purchase price of $25,000. On June 29, 2021, the Company approved a share capitalization resulting in an aggregate of 6,325,000 Founder Shares outstanding as of the date thereof. Up to 825,000 of the Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Offered Securities except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has issued a non-interest bearing, unsecured amended and restated promissory note, for an aggregate amount of $300,000, to the Sponsor, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Promissory Note”), payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into a private placement shares purchase agreement, dated as of the date hereof (the “Private Placement Shares Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor has agreed to purchase an aggregate of 640,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share. The Private Placement Shares are substantially similar to the Offered Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into an investment management trust agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as part trustee (the “Trustee”), in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which certain of the distribution proceeds from the sale of the Private Placement Shares by and the Underwriters, subject to Offering will be deposited and held in a trust account (the terms “Trust Account”) for the benefit of this Agreementthe Company, the applicable rules, regulations Underwriters and interpretations the holders of the National Association of Firm Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeOptional Securities, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company if and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreementwhen issued. The Company hereby confirms its agreement has entered into a registration rights agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Underwriters Sponsor and the other parties thereto, in substantially the form filed as follows:Exhibit 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Shares, the Founder Shares and underlying Class A ordinary shares, and the Class A ordinary shares (which will be substantially similar to the Private Placement Shares) that may be issued to the Sponsor or its affiliates upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.2 to the Registration Statement. The Company has entered into an administrative services agreement, dated as of the date hereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services.

Introductory. C▇Banc of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") $731,415,299 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the aggregate initial Class Certificate Balances or Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise initial Class Certificate Balance or Notional Amount within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class 1-B-4, Class 1-B-5, Class 1-B-6, Class T2-B-1, Class T2-B-2, Class CE and Class P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of approximately 180 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated October 30, 2006 by and between the Company, as purchaser and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, dated October 30, 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National Association, as trustee (the "Trustee"), and ▇▇▇▇▇ HoldingsFargo Bank, Inc. ("COMPANY")N.A., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation as master servicer (the "CHARTER AMENDMENTMaster Servicer"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding ) and as of securities administrator (the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCKSecurities Administrator"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to Offered Certificates will be issued in the several underwriters named denominations specified in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS")I. The Pooling and Servicing Agreement, who are acting severally and not jointly. In additionthis Agreement, the Company proposes to grant to Mortgage Loan Purchase Agreement and the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares andagreement, to the extent such option is exercisedbe dated October 30, the Option Shares2006, are hereinafter collectively referred to by and between BAS, as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effectivepurchaser, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Purchase Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To are collectively referred to herein as the extent "Basic Documents." Capitalized terms used herein that any such Reserved Shares are not orally confirmed for purchase by Invitees by otherwise defined herein have the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially meanings assigned thereto in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Pooling and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Servicing Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:.

Introductory. C▇▇▇▇▇▇ HoldingsInvestment Management Corp., Inc. a Maryland corporation ("COMPANY"“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters 6,000,000 shares (“Firm Securities”) of its common stock, par value $0.01 per share (“Securities”), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 900,000 additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. Concurrently with the offering of the Offered Securities, the Company is offering, in an offering registered under the Act (as defined herein), by means of a Delaware corporationprospectus supplement and related prospectus, will have, upon and proposes to issue and sell to the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation several underwriters named in the underwriting agreement for such offering (the "CHARTER AMENDMENT"“Convertible Underwriters”), an authorized capital stock consisting aggregate of 10,000,000 shares$265 million aggregate principal amount of its 4.50% Convertible Senior Subordinated Notes due 2019 (the “Firm Notes”) to be issued pursuant to the provisions of the Subordinated Indenture dated January 13, $0.01 par value2012 (the “Base Indenture”) between the Company and ▇▇▇▇▇ Fargo Bank, of Preferred StockNational Association, of which no shares will as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture to be outstanding dated as of the First Closing Date hereinafter defined(as defined herein) between the Company and the Trustee (as so supplemented, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement“Indenture”). The Company also proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by Convertible Underwriters not more than an additional $25 million aggregate principal amount of its 4.50% Convertible Senior Subordinated Notes due 2019 (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Additional Notes”), who are acting severally if and not jointly. In additionto the extent that the representatives of the Convertible Underwriters shall have determined to exercise, on behalf of the Convertible Underwriters, the Company proposes right to grant purchase Additional Notes pursuant to the Underwriters an option granted to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereofthe Convertible Underwriters. The Firm Shares and, to Notes and the extent such option is exercised, the Option Shares, Additional Notes are hereinafter collectively referred to as the "SHARES“Notes." You have advised ” The Notes will be convertible into cash, shares of Securities or a combination of cash and shares of Securities, at the Company that the Underwriters propose to make a public offering of their respective portions option of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:Company.

Introductory. CPursuant to the terms and conditions of this Underwriting Agreement (this “Agreement”), the selling stockholders listed on Schedule A hereto (the “Selling Stockholders”) propose, severally and not jointly, to sell to Credit Suisse Securities (USA) LLC (the “Underwriter”) an aggregate of 4,366,209 shares of Class A common stock, par value $0.01 per share (“Securities”) of ▇▇▇▇▇▇▇ HoldingsMinerals, Inc. ("COMPANY")Inc., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any such 4,366,209 shares of Common Stock that may be issued upon exercise of options after Securities being hereinafter referred to as the date of this Agreement“Firm Securities”). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS")Selling Stockholders have also agreed, who are acting severally and not jointly. In addition, the Company proposes to grant sell to the Underwriters Underwriter, at the option of the Underwriter, an option to purchase up to 937,500 aggregate of not more than 654,931 additional shares of Common Stock Securities ("OPTION SHARES"the “Optional Securities”) as provided in Section 4 hereofset forth below. The Firm Shares andSecurities and the Optional Securities are herein collectively called the “Offered Securities” and the proposed sale of the Offered Securities is referred to herein as the “Offering”. A portion of the Offered Securities to be sold by the Selling Stockholders consists of Securities that are issuable upon redemption of units in ▇▇▇▇▇▇▇ Minerals Holdings, LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ LLC”), pursuant to the extent First Amended and Restated Limited Liability Company Agreement of ▇▇▇▇▇▇▇ LLC, dated as of April 23, 2019, immediately prior to the Closing Date on which such option is exercised, the Option Shares, Offered Securities are to be sold (any such redemption being hereinafter collectively referred to as the "SHARESa “Redemption Transaction”)." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsHeritage-Crystal Clean, Inc. ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 500,000 shares, $0.01 par value, of preferred stock (“Preferred Stock”), of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 18,000,000 shares, $0.01 par value, of common stock (“Common Stock ("COMMON STOCK"Stock”), of which 18,141,306 [ ] are outstanding as of the date hereof, and no other shares of Common Stock will be outstanding have been issued as of the First Closing Date hereinafter defined (excluding any defined, except for shares of Common Stock that may be issued upon the exercise of stock options after outstanding as of the date hereof or shares of Common Stock issued pursuant to this Agreement). The Company proposes to issue and sell 6,250,000 2,750,000 shares of its authorized but unissued Common Stock ("FIRM SHARES"the“Firm Shares”) to the several underwriters named in Schedule A as it may be amended by (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 412,500 additional shares of Common Stock ("OPTION SHARES"the “Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company that the Underwriters propose to make a public offering (the “Offering”) of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 1,120,576 of the Firm Shares to be purchased by the Underwriters and 40.8% of the Option Shares (collectively, the "RESERVED SHARES"“Primary Reserved Shares”) shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists existing stockholders of the Company and certain related persons identified by them (the "INVITEES"“Primary Invitees”), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. Financial Industry Regulation Authority ("NASD"“FINRA”) and all other applicable laws, rules and regulations. The Company and the Underwriters further agree that up to 137,500 of the Firm Shares to be purchased by the Underwriters (the “Secondary Reserved Shares”) shall be reserved for sale by the Underwriters to certain existing employees of the Company, affiliates, current and potential 1 Plus an option to acquire up to 412,500 additional shares to cover overallotments. customers and other persons with whom the Company has business relationships (the “Secondary Invitees”), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of FINRA and all other applicable laws, rules and regulations. The Primary Reserved Shares and the Secondary Reserved Shares are referred to collectively herein as the “Reserved Shares” and the Primary Invitees and the Secondary Invitees are referred to collectively herein as the “Invitees.” To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering Offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering Offering of the Shares by the several Underwriters, the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (the “Representative”), acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares Offering will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. CBanc of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") approximately $1,030,756,530 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances or Initial Notional Amounts). The Offered Certificates, together with the Class ▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇, CE and P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of approximately 120 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated May 31, 2007, by and between the Company, as purchaser, and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, dated May 31, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National Association, as trustee (the "Trustee") and ▇▇▇▇▇ Holdings, Inc. ("COMPANY"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:Fargo Bank,

Introductory. CBarn▇▇▇ ▇▇▇▇▇▇ Holdings., Inc. a Delaware corporation (the "COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 sharesshares of Preferred Stock, $0.10 par value, of which immediately prior to the closing of the offering of the shares contemplated by this Agreement 1,271,000 shares of Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred Stock") will be outstanding, and 40,000,000 shares of Common Stock, $0.01 par value, of Preferred value (the "Common Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 immediately prior to the closing of the offering of shares contemplated by this Agreement 14,398,000 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)outstanding. The Company proposes to issue and sell 6,250,000 500,000 shares of its authorized but unissued Common Stock Stock, and Waxman USA Inc., a Delaware corporation and a stockholder of the Company (the "Selling Stockholder"), which is a direct wholly-owned subsidiary of Waxman Industries, Inc., a Delaware corporation ("FIRM SHARESWaxman Industries") ), proposes to sell 1,500,000 shares of the Company's issued and outstanding Common Stock, to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (the "UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively, such total of 2,000,000 shares of Common Stock proposed to be sold by the Company and the Selling Stockholder are hereinafter referred to as the "Firm Shares." In addition, the Company Selling Stockholder proposes to grant to the Underwriters an option to purchase up to 937,500 150,000 additional shares of Common Stock (the "OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Stockholder ---------------------------- * Plus an option to acquire up to 150,000 additional shares from the Selling Stockholder to cover overallotments. that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholder, Waxman Industries and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholder, Waxman Industries and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company Company, the Selling Stockholder and Waxman Industries hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsVesta Insurance Group, Inc. ("COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 5,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be were outstanding as of the First Closing Date hereinafter definedMarch 31, 2001, and 150,000,000 100,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 24,864,322 shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 7,500,000 shares of its authorized but unissued Common Stock ("FIRM SHARESFirm Shares") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement (hereinafter defined defined) (the "UNDERWRITERSUnderwriters"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 1,125,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. CBanc of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") approximately $883,792,950 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances or Initial Notional Amounts). The Offered Certificates, together with the Class ▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇▇ and P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of approximately 120 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated April 30, 2007, by and between the Company, as purchaser, and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, dated April 30, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National Association, as trustee (the "Trustee"), Washington Mutual Mortgage Securities Corp., as a master servicer (the "WMMSC Master Servicer") and ▇▇▇▇▇ HoldingsFargo Bank, Inc. ("COMPANY")N.A., as a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation master servicer (the "CHARTER AMENDMENTWF Master Servicer" and, together with the WMMSC Master Servicer, the "), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding Master Servicers") and as of securities administrator (the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCKSecurities Administrator"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to Offered Certificates will be issued in the several underwriters named denominations specified in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS")I. The Pooling and Servicing Agreement, who are acting severally and not jointly. In additionthis Agreement, the Company proposes to grant to Mortgage Loan Purchase Agreement and the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares andagreement, to the extent such option is exercisedbe dated April 30, the Option Shares2007, are hereinafter collectively referred to by and between BAS, as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effectivepurchaser, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Purchase Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To are collectively referred to herein as the extent "Basic Documents." Capitalized terms used herein that any such Reserved Shares are not orally confirmed for purchase by Invitees by otherwise defined herein have the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially meanings assigned thereto in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Pooling and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Servicing Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:.

Introductory. C▇▇▇▇▇▇ HoldingsCRA International, Inc. ("COMPANY"the “Company”), a Delaware Massachusetts corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, 1,000,000 shares of Preferred Stock, without par value, of which no shares will be are outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, 25,000,000 shares of Common Stock Stock, without par value ("COMMON STOCK"“Common Stock”), of which 18,141,306 10,172,188 shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)May 25, 2005. The Company proposes to issue and sell 6,250,000 710,000 shares of its authorized but unissued Common Stock Stock, and certain stockholders and optionholders of the Company ("FIRM SHARES"collectively referred to as the “Selling Stockholders” and named in Schedule B) propose to sell 1,189,227 shares of the Company’s issued and outstanding Common Stock, to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. Collectively, such total of 1,899,227 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the “Firm Shares.” In addition, the Company proposes and the Selling Stockholders propose to grant to the Underwriters an option to purchase up to 937,500 284,884 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” (1) Plus an option to acquire up to 284,884 additional shares to cover overallotments. You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their respective agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings, CII Technologies Inc. (the "COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 3,500,000 shares of its authorized but unissued Common Stock $0.01 par value per share ("FIRM SHARESCommon Stock") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Such total of 3,500,000 shares of Common Stock proposed to be sold by the Company is hereinafter referred to as the "Firm Shares." In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 525,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. and ▇▇▇▇▇▇ ▇▇▇▇ LLC (the Representative"Representatives"), acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement agreements with the Underwriters as follows:: -------------- /*/Plus an option to acquire from the Company up to 525,000 additional shares to cover overallotments.

Introductory. C▇▇▇▇▇▇ HoldingsTeam Financial, Inc. (the "COMPANYCompany"), a Delaware corporationbank holding company, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, shares of Preferred Stock, none of which no shares will be were outstanding as of the First Closing Date hereinafter definedMay ___, 1999, and 150,000,000 shares, $0.01 par value, 50,000,000 shares of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 ____________ shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 700,000 shares of its authorized but unissued Common Stock and a shareholder of the Company (referred to as the "FIRM SHARES"Selling Shareholder" and named in Schedule B) proposes to sell 300,000 shares of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule A A, as it may be amended by the Pricing Agreement hereinafter defined (the "UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively, such total of 1,000,000 shares of Common Stock proposed to be sold by the Company and the Selling Shareholder is hereinafter referred to as the "Firm Shares." In addition, the Company proposes [and the Selling Shareholder] propose to grant to the Underwriters an option to purchase up to 937,500 150,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Shareholder that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and after the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Shareholder and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication communication between the Company Company, the Selling Shareholder and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. -------------------- *Plus an option to acquire up to 150,000 additional shares to cover overallotments. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Shareholder hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsHealthStream, Inc. ("COMPANY"the “Company”), a Delaware Tennessee corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 no par value, of Preferred Stockpreferred stock, of which no shares will be issued and outstanding as of the First Closing Date hereinafter defined and 75,000,000 shares, no par value, of Common Stock (“Common Stock”), of which 27,791,527 shares were issued and outstanding as of May 21, 2015, and no other shares of Common Stock will have been issued as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, except for shares of Common Stock ("COMMON STOCK"), issued upon the vesting of which 18,141,306 shares will be restricted stock units and exercise of stock options outstanding as of the First Closing Date hereinafter defined (excluding any date hereof or shares of Common Stock that may be issued upon exercise of options after the date of pursuant to this Agreement). The Company proposes to issue and sell 6,250,000 3,365,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. Such total of 3,365,000 shares of Common Stock proposed to be sold by the Company is hereinafter referred to as the “Firm Shares.” In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 an aggregate of 504,750 additional shares of Common Stock ("OPTION SHARES"the “Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." You ” ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. (the “Representatives”) have advised the Company that the Underwriters propose to make a public offering (the “Offering”) of their respective portions of the Shares as soon as you the Representatives deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreementadvisable. The Company hereby confirms its their agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. ("COMPANY")Navistar International Corporation, a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting of 10,000,000 sharesagrees with the several Underwriters named in Schedule A hereto (“Underwriters”) subject to the terms and conditions stated herein, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A Underwriters $550,000,000 principal amount (“Firm Securities”) of its 3.00% Senior Subordinated Convertible Notes due 2014 (“Securities”) and also agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than $75,000,000 additional principal amount (“Optional Securities”) of its Securities as it may set forth below, all to be amended by the Pricing Agreement hereinafter defined issued under an indenture, to be dated as of October 28, 2009 ("UNDERWRITERS"“Indenture”), who are acting severally and not jointly. In addition, between the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares and The Bank of Common Stock ("OPTION SHARES") New York Mellon Trust Company, N.A., as provided in Section 4 hereofTrustee. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, Securities and the Pricing Agreement hereinafter defined has been executed and deliveredOptional Securities are herein collectively called the “Offered Securities”. The Company and the Underwriters agree that up to 312,500 Offered Securities will be convertible into cash, shares of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists common stock, par value $0.10 per share, of the Company (“Common Stock”) or a combination of cash and shares of Common Stock. In connection with the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several UnderwritersOffered Securities, the Company is entering into convertible note hedge and the Representative, acting on behalf warrant transactions with one or more of the several UnderwritersUnderwriters or affiliates thereof (the “Hedge Counterparties”) pursuant to confirmation letters, shall enter into an agreement substantially in dated the date hereof, to the form of Exhibit A hereto the ISDA 2002 Master Agreement, and side letters with each of the Hedge Counterparties dated the date hereof (the "PRICING AGREEMENT"“Hedge and Warrant Documentation”). The Pricing Agreement may take As more fully described in the form General Disclosure Package (as defined below), concurrently with the offering of an exchange of any standard form of written telecommunication between Offered Securities, the Company is offering $1,000,000,000 principal amount of its Senior Notes due 2021 Notes, the “Notes”) in a separate public offering. In connection with the issuance of Notes and concurrently with the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering closing of the Shares Offered Securities, the Company will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:enter into a separate indenture (“Note Indenture”).

Introductory. C▇▇▇▇▇▇▇ Holdings, Inc. ("COMPANY")Group Inc., a Delaware corporationcorporation (“Company”), will haveagrees with the several Underwriters named in Schedule A (“Underwriters”) to this agreement (this “Agreement”), upon for whom you are acting as representative (in such capacity, the filing “Representatives”), to issue and sell to the several Underwriters $125,000,000 principal amount (“Firm Securities”) of an amendment to its Fourth Amended and Restated Certificate of Incorporation 4.50% Convertible Senior Notes due 2023 (the "CHARTER AMENDMENT")“Notes”) and also agrees to issue and sell to the Underwriters, at the option of the Underwriters, an authorized capital stock consisting aggregate of 10,000,000 sharesnot more than $18,750,000 additional principal amount (“Optional Securities”) of its Notes as set forth below, $0.01 par valueall to be issued under an indenture, of Preferred Stock, of which no shares will be outstanding dated as of June 17, 2008, and as supplemented through the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"“Indenture”), of which 18,141,306 shares between the Company and U.S. Bank National Association, as Trustee. The Firm Securities and the Optional Securities, together with the related Guarantees, are herein collectively called the “Offered Securities.” The Notes will be outstanding as guaranteed (the “Guarantees”) on a senior unsecured basis by the subsidiaries of the First Closing Date hereinafter defined Company listed on the signature pages hereof (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement“Guarantors”). The Company proposes to issue Notes and sell 6,250,000 shares the Guarantees are herein collectively called the “Securities.” In connection with the offering of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In additionFirm Securities, the Company proposes to grant to is separately entering into convertible note hedge transactions and warrant transactions with certain of the Underwriters an option or their respective affiliates (the “Call Spread Counterparties”), in each case pursuant to purchase up to 937,500 additional shares of Common Stock convertible note hedge confirmations ("OPTION SHARES"the “Base Bond Hedge Confirmations”) as provided in Section 4 hereof. The Firm Shares andand warrant confirmations (the “Base Warrant Confirmations”), to respectively, each dated the extent such option is exerciseddate hereof (the Base Bond Hedge Confirmations and the Base Warrant Confirmations, collectively, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective“Base Call Spread Confirmations”), and in connection with the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 issuance of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several UnderwritersOptional Securities, the Company and the Representative, acting on behalf of the several Underwriters, shall Call Spread Counterparties may enter into an agreement substantially in the form of Exhibit A hereto additional convertible note hedge transactions and additional warrant transactions pursuant to additional convertible note hedge confirmations (the "PRICING AGREEMENT"“Additional Bond Hedge Confirmations”) and additional warrant confirmations (the “Additional Warrant Confirmations” and, together with the Base Warrant Confirmations, the “Warrant Confirmations”). The Pricing Agreement may take , respectively, each to be dated the form of an exchange of any standard form of written telecommunication between date on which the Company option granted to the Underwriters pursuant to Section 3 to purchase such Optional Securities is exercised (the Additional Bond Hedge Confirmations and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of Additional Warrant Confirmations, collectively, the Shares will be governed by this Agreement“Additional Call Spread Confirmations” and, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement together with the Underwriters as follows:Base Call Spread Confirmations, the “Call Spread Confirmations”).

Introductory. C▇▇▇▇▇▇ HoldingsMCSi, Inc. ("COMPANY"), ) a Delaware Maryland corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, 5,000,000 shares of Preferred Stock, no par value, of which no shares will be were outstanding as of the First Closing Date hereinafter defined_________, 2001 and 150,000,000 30,000,000 shares, $0.01 no par value, of Common Stock ("COMMON STOCK"), ) of which 18,141,306 ____________ shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)hereof. The Company proposes to issue and sell 6,250,000 4,000,000 shares of its authorized but unissued Common Stock Stock, and certain stockholders of the Company (collectively referred to as the "FIRM SHARES"Selling Stockholders" and named in Schedule B) propose to sell 500,000 shares of the Company's issued and outstanding Common Stock, to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. Collectively, such total of 4,500,000 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the "FIRM SHARES." In addition, the Company proposes and the Selling Stockholders propose to grant to the Underwriters an option to purchase up to 937,500 675,000 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. ("▇▇▇▇▇") has the authority, subject to the terms and conditions contained herein, to act on behalf of the several Underwriters and the Representatives hereunder. You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. -------- (1) Plus an option to acquire up to 675,000 additional shares to cover overallotments. The Company and each of the Selling Stockholders hereby confirms its agreement their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsCancer Genetics, Inc. ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares (the “Firm Shares”) of its authorized but unissued common stock, $0.0001 par value per share (“Common Stock ("FIRM SHARES") Stock”), to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option options to purchase up to 937,500 an aggregate of additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is options are exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” Immediately prior to the consummation of the offering contemplated by this Underwriting Agreement (this “Agreement”), the Company intends to file (i) a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (“Certificate of Amendment”) to effect a reverse split of its Common Stock in a range to be set forth in the Certificate of Amendment and to increase the authorized capital stock of the Company. The Board of Directors of the Company will determine the exact ratio of the reverse split and the Company will publicly announce the exact ratio of the reverse split immediately prior to filing the Certificate of Amendment with the Office of the Secretary of State of the State of Delaware (the “Secretary of State”). The Company also intends to file an Amended and Restated Certificate of Incorporation with the Secretary of State in connection with the consummation of the offering contemplated by this Agreement (the “Amended and Restated Certificate of Incorporation”). You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (the “Representative”), acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Midwest Banc Holdings, Inc. ("COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares17,000,000 shares of Common Stock, $0.01 .01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock value ("COMMON STOCKCommon Stock"), of which 18,141,306 10,015,898 shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any __________, 1998 and 1,000,000 shares of Common Stock that may be issued upon exercise Preferred Stock, $.01 par value, none of options after the date which were outstanding as of this Agreement)__________, 1998. The Company proposes to issue and sell 6,250,000 1,100,000 shares of its authorized but unissued Common Stock ("FIRM SHARESFirm Shares") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 165,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up shall use their best efforts to 312,500 of sell the Shares to as many investors as possible, provided that the maximum number of Shares sold to any purchaser in the offering shall not exceed 50,000 and the number of Shares to be purchased by the Underwriters (the "RESERVED SHARES") sold to institutional investors shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists not exceed 25% of the Company (offering without the "INVITEES"), as part prior written consent of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulationsCompany. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and you, as the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication ----------------------- *Plus an option to acquire up to 165,000 additional shares to cover overallotments. communication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsVascular Solutions, Inc. ("COMPANYCompany"), ) a Delaware Minnesota corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 20,000,000 shares, of which 2,000,000 have been designated as Series A Preferred Stock, $0.01 .01 par value, and are outstanding as of ___________, 1999, 1,777,777 have been designated as Series B Preferred Stock, of which no shares will be $.01 par value, and are outstanding as of the First Closing Date hereinafter defined____________, 1999, and 150,000,000 shares___________ shares of Common Stock, $0.01 .01 par value, of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 shares will be are outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)______________, 1999. The Company proposes to issue and sell 6,250,000 ________ shares of its authorized but unissued Common Stock ("FIRM SHARESFirm Shares") to the several underwriters named in Schedule A ("Underwriters") pursuant to the terms of this Agreement as it may be amended supplemented by the Pricing Agreement hereinafter defined ("UNDERWRITERS")defined, who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 __________ additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 3 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into ___________________ /1/ Plus an option to acquire up to _____ additional shares to cover overallotments. an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication communication between the Company and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsDeer Consumer Products, Inc. Inc., a Nevada corporation ("COMPANY"“Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 sharesseventy-five million (75,000,000) shares of common stock, par value $0.01 par value, of Preferred 0.001 per share (“Common Stock”), of which 25,731,748 shares were outstanding as of December 10, 2009, and no other shares of Common Stock will be outstanding have been issued as of the First Closing Date (as hereinafter defined, and 150,000,000 shares, $0.01 par value, ) except for shares of Common Stock ("COMMON STOCK"), issued upon the exercise of which 18,141,306 shares will be stock options and warrants outstanding as of the First Closing Date hereinafter defined (excluding any date hereof, shares of Common Stock that may be issued upon exercise pursuant to the Company’s director compensation policies or shares of options after the date of Common Stock issued pursuant to this Agreement). The Company proposes to issue and sell 6,250,000 6,000,000 shares of its authorized but unissued Common Stock ("FIRM SHARES"“Underwritten Shares”) to the several underwriters named in Schedule A (“Underwriters”) as it may be amended by the Pricing Agreement (as hereinafter defined ("UNDERWRITERS"defined), who are acting severally and not jointlyjointly on a best efforts, all or none basis. In addition, the Company proposes to grant to has granted the Underwriters an option options to purchase up to 937,500 an aggregate of 900,000 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 hereofhereof (collectively, the “Overallotment Option”). The Firm Underwritten Shares and, to the extent such option Overallotment Option is exercisedexercised in whole or in part, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement (as hereinafter defined defined) has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (sometimes referred to herein as the “Representative”), acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Underwriting Agreement (as it may be amended, supplemented or modified in accordance with its terms, this “Agreement”), as supplemented by the Pricing Agreement. From and after the date time of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. Superior Consultant Holdings Corporation ("COMPANYCompany"), ) a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares1,000,000 shares of Preferred Stock, $0.01 par value, of Preferred Stock, of which no shares will be are outstanding as of on the First Closing Date hereinafter defined, date hereof and 150,000,000 30,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 4,836,112 shares will be are outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after on the date of this Agreement)hereof. The Company proposes to issue and sell 6,250,000 2,150,000 shares of its authorized but unissued Common Stock (the "FIRM SHARESFirm Shares") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. In addition, the Company proposes and certain stockholders of the Company (collectively referred to as the "Selling Stockholders" and named in Schedule B) propose to grant to the Underwriters an option to purchase up to 937,500 322,500 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it it (1) Plus an option to acquire up to 322,500 additional shares to cover overallotments. 2 has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativeRepresentatives identified above, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsIndependence Energy Aggregator L.P. (the “Selling Stockholder”), Inc. ("COMPANY")as a stockholder of Crescent Energy Company, a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to agrees with the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined hereto ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes “Underwriters”) to grant sell to the several Underwriters 12,000,000 shares of its Class A common stock of the Company, par value $0.0001 (the “Class A Common Stock” or the “Firm Securities”). The Selling Stockholder also agrees to sell to the Underwriters, at the option of the Underwriters, an option to purchase up to 937,500 aggregate of not more than 1,800,000 additional shares of Class A Common Stock ("OPTION SHARES") “Optional Securities”), as provided in Section 4 hereofset forth below. The Firm Shares and, Securities and the Optional Securities are herein collectively called the “Offered Securities”. The shares of Class A Common Stock of the Company to be outstanding after giving effect to the extent sale of the Offered Securities are referred to herein as the “Stock”. The Offered Securities to be sold by the Selling Stockholder consist of shares of Class A Common Stock that are issuable upon redemption of units representing limited liability company interests (the “OpCo Units”) of Crescent Energy OpCo LLC, a Delaware limited liability company (“OpCo”), together with the redemption of an equal number of shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of the Company, pursuant to the Amended and Restated Limited Liability Company Agreement of OpCo, dated December 7, 2021 (the “OpCo LLC Agreement”), immediately prior to the Closing Date (as hereinafter defined) on which the Offered Securities are to be sold (such option is exercised, the Option Shares, are redemption being hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement “Redemption Transaction” and any such shares issued in a Redemption Transaction hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and deliveredas “Redemption Shares”). The Company and the Underwriters agree that up In order to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject exercise their redemption right pursuant to the terms of this the OpCo LLC Agreement, the applicable rules, regulations and interpretations of Selling Stockholder shall deliver a Redemption Notice (as defined in the National Association of Securities Dealers, Inc. ("NASD"OpCo LLC Agreement) and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and OpCo prior to the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:Closing Date.

Introductory. C▇▇▇▇▇▇ HoldingsKey Bank USA, Inc. National Association, a national banking association (the "COMPANYSeller"), a Delaware corporation, will have, upon the filing of an amendment proposes to its Fourth Amended and Restated Certificate of Incorporation cause KeyCorp Student Loan Trust 1999-A (the "CHARTER AMENDMENTTrust"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes ) to issue and sell 6,250,000 shares $260,000,000 principal amount of its authorized but unissued Common Stock Floating Rate Asset Backed Notes (the "FIRM SHARESClass A-1 Notes") ), and $570,400,000 principal amount of its Floating Rate Class A-2 Asset Backed Notes (the "Class A-2 Notes" and together with the Class A-1 Notes, the "Notes"), to the several underwriters named in Schedule A as it may be amended by I hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as for whom you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARESRepresentative") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists are acting as representative. The assets of the Company Trust include, among other things, a pool of law school, medical school, dental school, graduate business school and other graduate school student loans (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASDFinanced Student Loans") and all other applicable lawscertain monies due thereunder on and after January 1, rules and regulations1999 (the "Cutoff Date"). To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered Such Financed Student Loans were sold to the public by the Underwriters Eligible Lender Trustee (as part of the public offering contemplated hereby. ---------- (1defined below) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several UnderwritersTrust by the Seller and are to be serviced by Pennsylvania Higher Education Assistance Agency, shall enter into an agreement substantially agency of the Commonwealth of Pennsylvania ("PHEAA" and, in the form its capacity as a servicer, "Servicer") and EFS Services, Inc., a wholly-owned subsidiary of Exhibit A hereto EFS, Inc. of Indiana (the "PRICING AGREEMENTEFS" or a "Servicer"). The Pricing Agreement may take Notes will be issued pursuant to the form Indenture to be dated as of an exchange of any standard form of written telecommunication January 1, 1999 (as amended and supplemented from time to time, the "Indenture"), between the Company Trust and Bankers Trust Company, a New York banking corporation (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $34,600,000 principal amount of its Floating Rate Asset Backed Certificates (the "Certificates"), representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement") between the Seller and the Representative Representative. Capitalized terms used and not otherwise defined herein shall specify such applicable information as is indicated have the meanings given them in Exhibit Appendix A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:.

Introductory. C▇▇▇▇▇▇ HoldingsHeritage-Crystal Clean, Inc. ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 500,000 shares, $0.01 par value, of preferred stock (“Preferred Stock”), of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 22,000,000 shares, $0.01 par value, of common stock (“Common Stock ("COMMON STOCK"Stock”), of which 18,141,306 14,633,355 are outstanding as of the date hereof, and no other shares of Common Stock will be outstanding have been issued as of the First Closing Date hereinafter defined (excluding any defined, except for shares of Common Stock that may be issued upon the exercise of stock options after outstanding as of the date hereof or shares of Common Stock issued pursuant to this Agreement). The Company proposes to issue and sell 6,250,000 2,956,521 shares of its authorized but unissued Common Stock ("FIRM SHARES"the”Firm Shares”) to the several underwriters named in Schedule A as it may be amended by (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 443,479 additional shares of Common Stock ("OPTION SHARES"the “Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company that the Underwriters propose to make a public offering (the “Offering”) of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 1,354,087 of the Firm Shares to be purchased by the Underwriters and 45.8% of the Option Shares (collectively, the "RESERVED SHARES"“Reserved Shares”) shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists existing stockholders of the Company and certain related persons identified by them (the "INVITEES"“Invitees”), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. Financial Industry Regulation Authority ("NASD"“FINRA”) and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering Offering contemplated hereby. ---------- Prior to the purchase and (1) Plus an option to acquire up to 937,500 443,479 additional shares to cover overallotments Prior to the purchase and public offering overallotments. Offering of the Shares by the several Underwriters, the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (the “Representative”), acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares Offering will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsMade2Manage Systems, Inc. Inc., an Indiana corporation (the "COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 no par value, of Common Stock ("Common Stock") and 3,662,111 shares, no par value, of Preferred Stock, of which no 1,479,824 shares will be were outstanding as of the First Closing Date hereinafter definedOctober 15, 1997. The Company, and 150,000,000 shares, $0.01 par value, of Common Stock the persons named in Schedule II (the "COMMON STOCKPrimary Selling Shareholders"), propose to sell 2,250,000 shares (the "Firm Shares") of Common Stock, of which 18,141,306 2,050,000 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may are to be issued upon exercise of options after and sold by the date of this Agreement). The Company proposes and 200,000 shares are to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") be sold by the Primary Selling Shareholders to the several underwriters named in Schedule A as it may be amended by I (the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. In addition, certain persons named in Schedule III (the Company proposes "Option Selling Shareholders") propose to grant to the Underwriters an option to purchase up to 937,500 337,500 additional shares of Common Stock ("OPTION SHARESOption Shares") ), in the respective amounts set forth opposite their respective names in Schedule III, as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." The Primary Selling Shareholders and the Option Selling Shareholders are hereinafter collectively referred to as the "Selling Shareholders." Each Selling Shareholder has executed and delivered a Custody Agreement and a Power of Attorney in the form attached hereto as Exhibit A (collectively, the "Custody Agreement and Power of Attorney") pursuant to which each Selling Shareholder has placed his Shares in custody and appointed the persons designated therein as a committee (the "Committee") with authority to execute and deliver this Agreement on behalf of such Selling Shareholder and to take certain other actions with respect thereto and hereto. ---------------------------- *Plus an option to acquire up to 337,500 additional shares to cover over-allotments. You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not already yet become effective. You have also advised the Company that the Underwriters will offer and sell the Shares to the public only in those jurisdictions, and the Pricing Agreement hereinafter defined in such amounts, where due qualification and/or registration has been executed and deliveredeffected or an exemption from such qualification and/or registration is available under the applicable securities or blue sky laws of such jurisdiction. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company Selling Shareholders hereby confirms its confirm their agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. Rental Service Corporation ("COMPANYCompany"), ) a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, an authorized capital stock consisting of 350,000 shares of Redeemable Preferred Stock, $.01 par value, of which no shares were outstanding as of _________, 1997, 500,000 shares of Preferred Stock, $.01 par value, of which no shares were outstanding as of _________, 1997 and 150,000,000 20,000,000 shares, $0.01 .01 par value, of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 _________ shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 3,000,000 shares of its authorized but unissued Common Stock, and certain stockholders of the Company (collectively referred to as the "Selling Stockholders" and named in Schedule B) propose to sell 1,000,000 shares of the Company's issued and outstanding Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively, such total of 5,500,000 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the "Firm Shares." In addition, the Company proposes certain Selling Stockholders propose to grant to the Underwriters an option to purchase up to 937,500 600,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed --------------------- /1/Plus an option to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:acquire up to 600,000 additional shares to cover over allotments.

Introductory. C▇▇▇▇▇▇ HoldingsHealthStream, Inc. ("COMPANY"the “Company”), a Delaware Tennessee corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 no par value, of Preferred Stockpreferred stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, defined and 150,000,000 75,000,000 shares, $0.01 no par value, of Common Stock ("COMMON STOCK"“Common Stock”), of which 18,141,306 22,222,085 shares were outstanding as of November 7, 2011, and no other shares of Common Stock will be outstanding have been issued as of the First Closing Date hereinafter defined (excluding any defined, except for shares of Common Stock that may be issued upon the exercise of stock options after the date outstanding as of November 7, 2011 or shares of Common Stock issued pursuant to this Agreement). The Company proposes to issue and sell 6,250,000 3,100,000 shares of its authorized but unissued Common Stock, and certain shareholders of the Company (as named in Schedule B, the “Selling Shareholders”) propose to sell in the aggregate 150,000 shares (including 50,000 shares being offered upon the exercise of validly issued options that are vested and exercisable as of the date hereof) of the Company’s issued and outstanding Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. Collectively, such total of 3,250,000 shares of Common Stock proposed to be sold by the Company and the Selling Shareholders is hereinafter referred to as the “Firm Shares.” In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 an aggregate of 487,500 additional shares of Common Stock ("OPTION SHARES"the “Option Shares”) as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." You have ” ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (the “Representative”) has advised the Company and the Selling Shareholders that the Underwriters propose to make a public offering (the “Offering”) of their respective portions of the Shares as soon as you deem the Representative deems advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Shareholders and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between among the Company Company, the Selling Shareholders and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares Offering will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. 1 Plus an option to acquire up to an aggregate of 487,500 additional shares to cover overallotments, if any. The Company and the Selling Shareholders hereby confirms its confirm their agreement with the Underwriters as follows: