Common use of Introductory Clause in Contracts

Introductory. American Medserve Corporation ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 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 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, 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 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. American Medserve Corporation TurboChef Technologies, Inc. ("COMPANY") “Company”), a Delaware corporation, has an authorized capital stock consisting of 1,000,000 5,000,000 shares of Preferred Stock, $.01 1.00 par valuevalue per share, none of which no shares were outstanding as of November [____], 1996 2005 and 30,000,000 shares 100,000,000 shares, $0.01 par value per share, of Common Stock ("COMMON STOCK"“Common Stock”), $.01 par value, of which 5,559,625 [____] shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 [____] 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 803,550 [____] 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the Representatives, 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"“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 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. American Medserve Corporation ("COMPANY") Portfolio Recovery Associates, Inc., a Delaware corporationcorporation (“Company”), has an authorized capital stock consisting of 1,000,000 2,000,000 shares of Preferred Stockpreferred stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 0.01 par value, of which 5,559,625 no shares were outstanding as of such date. The Company proposes to issue the date hereof and sell 5,357,000 30,000,000 shares of its authorized but unissued common stock, $0.01 par value (“Common Stock”), of which [ ] shares will be outstanding immediately prior to the closing of the offering of shares contemplated by this Agreement. Certain stockholders of the Company (collectively referred to as the “Selling Stockholders” and 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 ("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 803,550 255,000 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." ” Wxxxxxx Xxxxx & 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the Representatives, acting on behalf of the several Underwriters, Underwriters shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING --------------------------- *Plus 1Plus an option to acquire up to 803,550 255,000 additional shares to cover overallotments. AGREEMENT"hereto (“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 Representatives 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. American Medserve Corporation The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"the “Company”), $.01 par valuesubject to the terms and conditions stated herein and pursuant to (i) the Share Lending Agreement (the “BANA Share Lending Agreement”), dated December 12, 2007, between the Company and Bank of which 5,559,625 shares were outstanding as of such date. The America, N.A. (the “BANA Borrower”) and (ii) the Share Lending Agreement (the “Xxxxxx Share Lending Agreement” and, together with the BANA Share Lending Agreement, the “Share Lending Agreements”), dated December 12, 2007, between the Company and Xxxxxx Brothers International (Europe) Limited (“Xxxxxx Borrower”), proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") lend to the several underwriters named in Schedule A as it may be amended by BANA Borrower and the Pricing Agreement hereinafter defined Xxxxxx Borrower ("UNDERWRITERS"collectively, the “Borrowers”), who are affiliates of Banc of America Securities LLC (“BAS”) and Xxxxxx Brothers Inc. (“Xxxxxx”), respectively, acting severally and not jointly. In addition, as a share loan pursuant to and upon the terms of the respective Share Lending Agreements, the respective amounts set forth in Schedule A of up to 8,134,002 shares of common stock (the “Shares”), par value $1.00 per share, of the Company proposes (the “Common Stock”). The BANA Borrower and the Xxxxxx Borrower will transfer or sell the borrowed Shares to grant BAS and Xxxxxx, respectively, who will each sell the borrowed Shares to the public as an underwriter (each, an “Underwriter” and collectively, the “Underwriters”). BAS and Xxxxxx have agreed to act as representatives (the “Representatives”) of the several Underwriters in connection with the offering and sale of the Shares. Concurrently with the issuances of the Shares (the “Offering”), the Company, in an offering registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Act”) by means of a prospectus supplement, is offering (the “Notes Offering”) up to $150.0 million in aggregate principal amount of the Company’s 5.125% Convertible Senior Notes due 2011 (the “2011 Notes”) and $230.0 million in aggregate principal amount of the Company’s 6.75% Convertible Senior Notes due 2012 (the “2012 Notes” and, together with the 2011 Notes, the “Notes”). Banc of America Securities LLC, an affiliate of the BANA Borrower, and Xxxxxx Brothers, Inc., an affiliate of the Xxxxxx Borrower, are acting as representatives of the several underwriters in the Notes Offering. The Company has granted the underwriters in the Notes Offering an option to purchase up to 803,550 an additional shares $15.0 million in aggregate principal amount of Common Stock ("OPTION SHARES") as provided its 5.125% Convertible Senior Notes due 2011 and an additional $25.0 million in Section 4 hereofaggregate principal amount of its 6.75% Convertible Senior Notes due 2012 aggregate principal amount of the Notes to cover over-allotments, if any. The Firm Shares andCompany is also entering into one or more convertible note hedge transactions with affiliates of the underwriters for the Notes Offering (the “Hedge Transactions”) (the transactions hereunder, the Notes Offering and the transactions pursuant to the extent such option is exercised, the Option Shares, Hedge Transactions 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, 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"“Transactions”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the 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 and the Borrowers as follows:

Introductory. American Medserve Corporation The shareholders of Vipshop Holdings Limited, an exempted company incorporated in the Cayman Islands ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"“Company”), $.01 par valuelisted in Schedule B hereto (“Selling Shareholders”) agree, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") severally, subject to the several underwriters terms and conditions stated herein, to sell to the Underwriters named in Schedule A as it may hereto (“Underwriters”), an aggregate of 1,140,000 American Depositary Shares (“ADSs”), each ADS representing two ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) of the Company, and, at the election of the Underwriters, up to an aggregate of 171,000 additional ADSs. The aggregate of 1,140,000 ADSs to be amended sold by the Pricing Agreement Selling Shareholders are hereinafter defined referred to as the “Firm Securities,” and the aggregate of up to 171,000 additional ADSs to be sold by the 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, if any, to be sold by each of the Selling Shareholders. The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Offered Securities.” Unless the context otherwise requires, each reference to the Firm Securities, the Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares ("UNDERWRITERS"hereinafter referred to as the “Offered Shares”). The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), who are acting severally dated as of March 22, 2012 among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and not jointlyholders and beneficial holders from time to time of the American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs. In additionConcurrently with the issuance and offering of the Offered Securities, the Company proposes to grant to is offering in an offering registered under the Act (as defined below) by means of a base prospectus as supplemented by a prospectus supplement US$400,000,000 aggregate principal amount of the Company’s [ ]% Convertible Senior Notes due 2019 (the “Notes”). Xxxxxxx Xxxxx (Asia) L.L.C. and Deutsche Bank Securities Inc. are acting as underwriters (collectively the “Note Underwriters”) in the concurrent offering of the Notes. The Company has granted the Notes Underwriters an option to purchase up to 803,550 an additional shares US$60,000,000 aggregate principal amount of Common Stock ("OPTION SHARES") as provided in Section 4 hereofNotes. 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter Note Underwriters will be entering 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 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 underwriting agreement with the Underwriters as follows:respect to such concurrent offering.

Introductory. American Medserve Corporation National Storage Affiliates Trust, a Maryland real estate investment trust ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"the “Company”), $.01 par value, confirms its agreement with each of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and sell 5,357,000 shares of its authorized but unissued Common Stock Citigroup Global Markets Inc. ("FIRM SHARES"“Citigroup”) (the “Underwriters”) with respect to the several underwriters named in Schedule A sale (the “Forward Sale”) by Xxxxxx Xxxxxxx and Citigroup as it may be amended by agent for Citibank, N.A. (each, a “Forward Seller” and, collectively, the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Forward Sellers”), who are acting severally and not jointly, of the respective numbers of an aggregate of 4,500,000 common shares of beneficial interest, par value $0.01 per share (the “Shares”) of the Company to be sold by them as set forth opposite their respective names under the column “Number of Forward Firm Shares to be Sold” appearing in the second table in Schedule A (the “Forward Firm Shares”) and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Forward Firm Shares to be purchased by each one of them from the Forward Sellers set forth opposite the names of the respective Underwriters appearing in the first table in Schedule A. The Forward Firm Shares and any Company Top-Up Firm Shares (as defined below) are collectively referred to as the “Firm Shares.” In connection with the Forward Sale, Xxxxxx Xxxxxxx and Citibank, N.A., in their capacity as forward purchasers party to Forward Sale Agreements (as defined herein) (each, a “Forward Purchaser” and, collectively, the “Forward Purchasers”) have entered into letter agreements dated September 22, 2020 (the “Forward Sale Agreements”) with the Company, pursuant to which the Company has agreed to initially sell, and each Forward Purchaser has agreed to initially purchase, the number of Shares set forth opposite such Forward Purchaser’s name under the heading “Initial Number of Confirmation Shares to be Purchased” in Schedule A, subject to the terms and conditions of the Forward Sale Agreements, including the Company’s right to elect Cash Settlement or Net Share Settlement (each as defined in the Forward Sale Agreements). In addition, the Company proposes to grant Forward Sellers have granted to the Underwriters an option to purchase up all or any part of an aggregate of 675,000 Shares (the “Forward Optional Shares”) if and to 803,550 additional shares the extent that the Representatives (as defined below) shall have determined to exercise, on behalf of Common Stock ("OPTION SHARES") as provided in the Underwriters, the right to purchase all or any part of such Forward Optional Shares pursuant to Section 4 2 hereof. The Forward Optional Shares and any Company Top-Up Optional Shares (as defined below) are collectively called the “Optional Shares.” The Company Top-Up Firm Shares and the Company Top-Up Optional Shares are hereinafter collectively referred to as the “Company Shares.” The Forward Firm Shares and the Forward Optional Shares are herein referred to collectively as the “Forward Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Optional Shares are collectively called the “Offered Shares, .” The Shares that the Company is or may be required to deliver in settlement of the Forward Sale Agreements are hereinafter sometimes called the “Confirmation Shares.” This Agreement and the Forward Sale Agreements are hereinafter collectively referred to as the "SHARES“Transaction Documents." You ” Xxxxxx Xxxxxxx and Citigroup have advised the Company that the Underwriters propose agreed to make a public offering of their respective portions act as representatives of the Shares several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as soon used herein shall mean you, as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effectiveUnderwriters, and the Pricing Agreement hereinafter defined term “Underwriters” shall mean either the singular or the plural, as the context requires. If any entity that is acting as a Forward Seller is also acting as a Forward Purchaser, then references to such Forward Seller's affiliated Forward Purchaser (and similar references) shall mean such entity acting in its capacity as Forward Purchaser. The Company has been executed prepared and deliveredfiled with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. Prior 333-223654, including a base prospectus (the “Base Prospectus”) to be used in connection with the purchase and public offering and sale of the Shares by Offered Shares. Such registration statement, as amended, including the several Underwritersfinancial statements, the Company exhibits and the Representativesschedules thereto, 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 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:which it became effective under the

Introductory. American Medserve Corporation ("COMPANY") Zebra Technologies Corporation, a Delaware corporationcorporation (the "Company"), has an authorized capital stock consisting of 1,000,000 [10,000,000] shares of Preferred Stock, $.01 par value, none of which were outstanding as of November [_________] shares have been issued as of August [___], 1996 and 30,000,000 1997, [35,000,000] shares of Class A Common Stock ("COMMON STOCK")Stock, $.01 par valuevalue (the "Class A Common Stock"), of which 5,559,625 [___________] shares were outstanding as of such date. The Company proposes to issue August [___], 1997 and sell 5,357,000 [35,000,000] shares of its authorized but unissued Class B Common Stock, $.01 par value (the "Class B Common Stock"; the Class B Common Stock and the Class A Common Stock are hereinafter collectively referred to as the "Common Stock"), of which [__________] shares were outstanding as of August [___], 1997. Certain stockholders of the Company (collectively referred to as the "FIRM SHARES"Selling Stockholders" and named in Schedule B) propose to sell 2,056,344 shares of the several 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 upon such sale, to you as the 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 803,550 308,451 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the Representatives, acting on behalf of the several Underwriters, 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. 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 Representatives 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. American Medserve Corporation ("COMPANY") Gulfport Energy Corporation, a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation ("COMMON STOCK"the “Company”), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell 5,357,000 to the several Underwriters 4,000,000 shares of its authorized but unissued Common Stock common stock, par value $0.01 per share ("FIRM SHARES"“Securities”) and CD Holding Company, LLC, a Delaware limited liability company (the “Selling Stockholder”) agrees with the Underwriters to sell 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 803,550 additional 1,000,000 outstanding shares of Common Stock the Securities ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to such 5,000,000 aggregate shares of the extent such option is exercised, the Option Shares, are Securities being hereinafter collectively referred to as the "SHARES." You have advised “Firm Securities”). The Company also agrees to issue and sell to the Company that Underwriters, at the Underwriters propose to make a public offering of their respective portions option of the Shares as soon as you deem advisable after Underwriters, an aggregate of not more than 600,000 additional shares of its Securities and the registration statement Selling Stockholder also agrees to sell to the Underwriters, at the option of the Underwriters, not more than 150,000 additional outstanding shares of the Securities (such 750,000 aggregate shares of the Securities being hereinafter referred to becomes effective, if it has not yet become effective, as the “Optional Securities”) as set forth below. The Firm Securities and the Pricing Agreement hereinafter defined has been executed Optional Securities are herein collectively called the “Offered Securities”. The Firm Securities and delivered. Prior to the purchase and public offering of the Shares Optional Securities offered by the several Underwriters, Company under this Agreement are herein collectively called the “Company Offered Securities”. The Firm Securities and the Representatives, 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 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 Optional Securities offered by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, Selling Stockholder under this Agreement shall be deemed to incorporate are herein collectively called the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:“Selling Stockholder Offered Securities”.

Introductory. American Medserve Corporation Pursuant to the terms and conditions of this Underwriting Agreement ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"this “Agreement”), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in selling stockholders listed on Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS")“Selling Stockholders”) propose, who are acting severally and not jointly. In addition, to sell to Credit Suisse Securities (USA) LLC (the Company proposes to grant to the Underwriters “Underwriter”) an option to purchase up to 803,550 additional aggregate of 6,600,000 shares of Common Stock Class A common stock, par value $0.01 per share ("OPTION SHARES"“Securities”) as provided in Section 4 hereof. The Firm Shares andof Xxxxxxx Minerals, to Inc., a Delaware corporation (the extent “Company”), (such option is exercised, the Option Shares, are 6,600,000 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 Underwriter, at the Underwriters propose to make a public offering of their respective portions option of the Shares Underwriter, an aggregate of not more than 990,000 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 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 Xxxxxxx Minerals Holdings, LLC, a Delaware limited liability company (“Xxxxxxx LLC”), pursuant to the First Amended and Restated Limited Liability Company Agreement of Xxxxxxx 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, 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"as a “Redemption Transaction”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the 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. American Medserve Corporation ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters person named in Schedule A hereto (the “Selling Stockholder”), proposes to sell to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “Underwriter”) an aggregate of 2,000,000 outstanding shares (“Firm Securities”) of common stock, $0.01 par value per share (“Securities”), of National CineMedia, Inc., a Delaware corporation (“Company”), and also proposes to sell to the Underwriter, at the option of the Underwriter, an aggregate of not more than 300,000 additional outstanding shares (“Optional Securities”) of the Company’s Securities as it may be 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 “Common Units”) of National CineMedia, LLC, a Delaware limited liability company (“NCM LLC”), held by the Selling Stockholder, which Common Units the Selling Stockholder intends to redeem, and which Securities the Company intends to issue to the 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 Pricing Agreement hereinafter defined ("UNDERWRITERS")First Amendment thereto dated as of March 16, who are acting severally and not jointly. In addition2009, the Company proposes to grant to Second Amendment thereto dated as of August 6, 2010 and the Underwriters an option to purchase up to 803,550 additional shares Third Amendment thereto dated as of Common Stock September 3, 2013 ("OPTION SHARES") the “Third Amendment” as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercisedso amended, 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“NCM LLC Agreement”), and the Pricing Agreement hereinafter defined has been executed Company’s Amended and deliveredRestated Certificate of Incorporation (the “Redemption”). Prior to the purchase The Selling Stockholder and public offering each of the Shares by the several Underwriters, the Company and NCM LLC hereby agrees with the Representatives, acting on behalf Underwriter that any and all references in this Agreement to “subsidiaries” 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 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:include NCM LLC.

Introductory. American Medserve Corporation Prior to the date hereof, the Company, its wholly-owned Pennsylvania-chartered stock savings bank subsidiary First Star Savings Bank ("COMPANYFSSB"), and the Bank entered into a Merger Conversion Agreement dated as of August 14, 1998 (the "Merger Agreement") pursuant to which: (i) the Bank will convert from a Delaware corporationPennsylvania-chartered mutual savings bank to a Pennsylvania-chartered stock savings bank pursuant to the terms and conditions of a Plan of Conversion dated August 14, has an authorized capital 1998 approved by the Board of Trustees of the Bank (the "Plan of Conversion", which is attached to and incorporated by reference into the Merger Agreement as Exhibit A thereto); (ii) the Bank will merge with and into FSSB; and (iii) the Company will issue and sell shares (the "Shares") of its common stock, par value $1.00 per share ("Common Stock"), in the Subscription, Community and Syndicated Community Offerings (as defined herein). The conversion of the Bank to stock consisting form, the merger of 1,000,000 shares of Preferred Stockthe Bank with and into FSSB, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares the offer and sale of Common Stock ("COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 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 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 "SHARESConversion." You have advised The Merger Agreement and the Plan of Conversion are hereinafter collectively referred to as the "Plan." In accordance with the Plan, the Company that is offering to certain depositors of the Underwriters propose Bank (as more fully described in the Plan) nontransferable rights to make subscribe for up to $2,525,000 of its Common Stock in a subscription offering (the "Subscription Offering"). The Company is concurrently offering Shares of its Common Stock, subject to the availability of Shares after satisfaction of all subscriptions in the Subscription Offering, in a community offering with preference to the Company's Employee Stock Ownership Plan (the "ESOP"), to shareholders of the Company and to natural persons who reside in Pennsylvania (the "Community Offering") (the Subscription Offering and the Community Offering are herein sometimes collectively referred to as the "Subscription and Community Offerings"). Shares of the Common Stock not subscribed for in the Subscription and Community Offerings will be offered to certain members of the general public in a public offering of their respective portions through selected broker/dealers to be managed by the Manager on a best efforts basis (the "Syndicated Community Offering"). (The Subscription Offering, Community Offering and Syndicated Community Offering are herein sometimes collectively referred to as the "Offerings"). The Manager will serve as the manager 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. Prior to the purchase and public offering Offerings on behalf of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf Bank pursuant to the terms of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto this Conversion Offering Management Agreement (the "PRICING --------------------------- *Plus an option to acquire up to 803,550 additional shares to cover overallotments. AGREEMENTAgreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the 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. American Medserve Corporation Qunar Cayman Islands Limited, an exempted company incorporated in the Cayman Islands ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"the “Company”), $.01 par valueagrees, of which 5,559,625 shares were outstanding as of such date. The Company proposes subject to the terms and conditions stated herein, to issue and sell 5,357,000 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 severally and not jointly. In additionan aggregate of 11,111,000 American Depositary Shares (the “ADSs”), each ADS representing three (3) the Company’s Class B ordinary shares, par value $0.001 per share (the “Ordinary Shares”) of the Company, and, at the election of the Underwriters, the Company proposes agrees to grant issue and sell, and the shareholder of the Company named in Schedule B hereto (the “Selling Shareholder”) agrees to sell, subject to the terms and conditions stated herein and at the election of the Underwriters, to the Underwriters an option to purchase up to 803,550 additional shares aggregate of Common Stock ("OPTION SHARES") as provided in Section 4 hereof1,666,650 ADSs. The aggregate of 11,111,000 ADSs to be sold by the Company are hereinafter referred to as the “Firm Shares and, Securities,” and the aggregate of 1,666,650 ADSs to be sold by the extent such option is exercised, Company and the Option Shares, Selling Shareholder at the election of the Underwriters are hereinafter referred to as the “Optional Securities.” The Firm Securities and the 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 effectiveas the “Firm Shares,” “Optional Shares” and “Offered Shares”, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, 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"respectively). The Pricing Agreement may take ADSs are to be issued pursuant to a deposit agreement (the form “Deposit Agreement”), dated as of an exchange of any standard form of written telecommunication between , among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the Representatives holders and shall specify such applicable information as is indicated in Exhibit A hereto. The offering beneficial owners from time to time of the Shares will be governed American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. As part of the offering contemplated by this Agreement, the Representatives (the “Designated Underwriters”) have agreed to reserve out of the Firm Securities purchased by them under this Agreement, up to 1,111,100 ADSs, for sale to the Company’s directors, officers, employees, business associates and related persons as supplemented designated by the Pricing AgreementCompany (collectively, the “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). From and after The Firm Securities to be sold by the date Designated Underwriters pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriters pursuant to this Agreement at the Public Offering Price (as defined below). Any Directed Shares not subscribed for by the end of the execution and delivery of the Pricing Agreement, business day on which this Agreement shall is executed will be deemed offered to incorporate the Pricing Agreement. The Company hereby confirms its agreement with public by the Underwriters as follows:Underwriters.

Introductory. American Medserve Corporation ("COMPANY") ONSALE, Inc. a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation (the ------------ "COMMON STOCKCompany"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may (the "Underwriters") an aggregate of 1,709,300 shares of its Common Stock, par value $0.001 per share (the "Common Stock"); and the stockholders of the Company named in Schedule B (collectively, the "Selling Stockholders") ---------- severally propose to sell to the Underwriters an aggregate of 590,700 shares of Common Stock. The 1,709,300 shares of Common Stock to be amended sold by the Pricing Agreement hereinafter defined (Company and the 590,700 shares of Common Stock to be sold by the Selling Stockholders are collectively called the "UNDERWRITERS"), who are acting severally and not jointly. Firm Common Shares." In addition, the Company proposes to grant has granted to the Underwriters an option to purchase up to 803,550 an additional 172,500 shares of Common Stock ("OPTION SHARES") and certain of the Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional 172,500 shares of Common Stock, each such Selling Stockholder selling up to an amount set forth opposite such Selling Stockholder's name in Schedule B, all as provided in Section 4 hereof2. The additional 172,500 shares to be sold by the Company and the additional 172,500 shares to be sold by the Selling Stockholders pursuant to such option are collectively called the "Optional Common Shares." The Firm Common Shares and, if and to the extent such option is exercised, the Option Shares, Optional Common Shares are hereinafter collectively referred to as called the "SHARESCommon Shares." You NationsBanc Xxxxxxxxxx Securities, Inc. ("Xxxxxxxxxx Securities"), BT Alex. Xxxxx Incorporated, Xxxxxxxxx & Xxxxx LLC and BancAmerica Xxxxxxxxx Xxxxxxxx have advised the Company that the Underwriters propose agreed to make a public offering of their respective portions of the Shares act 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf representatives of the several UnderwritersUnderwriters (in such capacity, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING --------------------------- *Representatives") in connection with the offering and sale of the Common Shares. -------------- /1/ 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 purchase from the Company and the Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering certain Selling Stockholders up to 345,000 additional shares of the Shares will be governed by this AgreementCommon Stock to cover over- allotments, 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 Agreementif any. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their respective agreements with the Underwriters as follows:

Introductory. American Medserve Corporation Houston Wire & Cable Company, a Delaware corporation ("COMPANYCompany") a Delaware corporation), has an authorized share capital stock consisting of 1,000,000 shares of Preferred Stock100,000,000 shares, $.01 0.001 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCKCommon Stock"), of which 20,867,172 shares will be outstanding as of the First Closing Date hereinafter defined, and 5,000,000 shares, $.01 0.001 par value, of Preferred Stock, of which 5,559,625 no shares were will be outstanding as of such datethe First Closing Date hereinafter defined. The Company proposes to issue and sell 5,357,000 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 803,550 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 425,000 of the Shares to be purchased by the Underwriters (the "Reserved Shares") shall be reserved for sale by the Underwriters to certain eligible directors, officers, employees and related persons of the Company and Code Xxxxxxxx & Xxxxxxx LLC (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 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Shareholders and the RepresentativesRepresentative, 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. 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 Representatives 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. American Medserve Corporation ("COMPANY") WinStar Communications, Inc., a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation (the "COMMON STOCKIssuer" or "WinStar"), $.01 par valueand WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of which 5,559,625 shares were outstanding as of such date. The Company proposes the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell 5,357,000 shares of its authorized but unissued Common Stock (the "FIRM SHARESU.S. Offering") to the several underwriters named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined "Underwriters") an aggregate of 3,360,000 shares (the "Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("UNDERWRITERSCommon Stock"), who are acting severally and not jointly. In addition, the Company The Issuer also proposes to grant to the Underwriters an option option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase up to 803,550 an aggregate of not more than 630,000 additional shares (the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "OPTION SHARESInternational Offering") as provided in Section 4 hereof). The Firm Shares and, to U.S. Offered Securities and the extent such option is exercised, the Option Shares, International Securities are hereinafter collectively referred to as the "SHARES." You have advised Offered Securities". To provide for the Company that coordination of their activities, 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter International Underwriters have entered into an agreement substantially in Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the form Offered Securities to each other for purposes 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 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:resale.

Introductory. American Medserve Corporation Kulicke and Xxxxx Industries, Inc., a Pennsylvania corporation (the "COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCKCompany"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 2,500,000 shares of its authorized but unissued Common Stock (the "FIRM SHARESCommon Stock"), and C. Xxxxx Xxxxxxx and his spouse (collectively, the "Selling Shareholder") propose to sell 100,000 shares of the Company's issued and outstanding Common Stock, to the several underwriters named in Schedule A as it may be amended by annexed hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who for whom you are acting severally and not jointlyas Representatives. Said aggregate of 2,600,000 shares are herein called the "Firm Common Shares." In addition, the Company proposes and the Selling Shareholder propose to grant to the Underwriters an option to purchase up to 803,550 an aggregate of 390,000 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 option is exercised, the Option Shares, Optional Common Shares are hereinafter collectively referred to as the "SHARESCommon Shares." The Common Shares to be sold by the Company are herein called the "Company Shares" and the Common Shares to be sold by the Selling Shareholder are herein called the "Selling Shareholder Shares." You have advised the Company and the Selling Shareholder 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 becomes effectiveto, if it has not yet become effective, or as soon thereafter as in your judgment is advisable. The Company and the Pricing Agreement hereinafter defined has been executed and delivered. Prior Selling Shareholder 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 Representatives, 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 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. American Medserve Corporation ("COMPANY") Life Storage LP, a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock limited partnership ("COMMON STOCK"the “Operating Partnership”), $.01 par valueLife Storage, Inc., a Maryland corporation (the “Company”), and Life Storage Holdings, Inc., a Delaware corporation (“Life Storage Holdings”), the general partner of which 5,559,625 shares were outstanding as the Operating Partnership and wholly-owned subsidiary of such date. The the Company (together with the Company and the Operating Partnership, the “Transaction Entities”) proposes to issue and sell 5,357,000 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 (the Pricing Agreement hereinafter defined “Underwriters”) $350,000,000 aggregate principal amount of 4.000% Senior Notes due 2029 ("UNDERWRITERS"the “Notes”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 803,550 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares andNotes are to be issued pursuant to an indenture dated June 20, to 2016, among the extent such option is exercisedOperating Partnership, Xxxxx Fargo Bank, National Association, as trustee (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“Trustee”), and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several UnderwritersCompany, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto as guarantor (the "PRICING --------------------------- *Plus an option to acquire up to 803,550 additional shares to cover overallotments. AGREEMENT"“Base Indenture”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the 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 Agreementthird supplemental indenture to be dated on or about June 3, 2019 among the Operating Partnership, the Trustee and the Company, as guarantor (the “Third Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). From Citigroup Global Markets Inc., Xxxxx Fargo Securities, LLC and after U.S. Bancorp Investments, Inc. have agreed to act as the date representative of the execution several Underwriters (in such capacity, the “Representatives”) in connection with issuance and delivery sale of the Pricing Agreement, this Agreement Notes by the Operating Partnership. This agreement by and among the Transaction Entities and the Underwriters shall be deemed referred to incorporate as this “Agreement.” The Notes will be fully and unconditionally guaranteed as to the Pricing Agreementpayment of principal and interest by the Company (the “Guarantees” and together with the Notes, the “Securities”) in accordance with the terms of the Notes and the Indenture. Notes issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company (“DTC”). Each of the Transaction Entities jointly and severally hereby confirms its agreement agreements with the Underwriters as follows:

Introductory. American Medserve Corporation Signature Resorts, Inc., a Maryland ------------ corporation (the "COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCKCompany"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 1,600,000 shares of its authorized but unissued common stock, $.01 par value (the "Common Stock"), and the several stockholders of the Company listed in Schedule A annexed hereto (the "Selling Stockholders"), propose to sell 2,400,000 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 B annexed hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who for whom you are acting severally and not jointlyas representatives (the "Representatives"). Said aggregate of 4,000,000 shares are herein called the "Firm Common Shares." In addition, the Company proposes and the Selling Stockholders propose to grant to the Underwriters an option to purchase up to 803,550 240,000 and 360,000 additional shares of shares, respectively (the "Option Common Stock ("OPTION SHARESShares") as provided in Section 4 5 hereof. The Option Shares of the respective Selling Shareholders are set forth on Schedule A annexed hereto. The Firm Common Shares and, to the extent such option is exercised, the Option Shares, Common Shares are hereinafter collectively referred to as the "SHARESCommon Shares." Concurrently with the offering of the Common Shares, the Company proposes to issue and sell an aggregate of $100,000,000 principal amount of its ____% Convertible Subordinated Notes Due 2007 (the "Notes"). You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Common Shares on the effective date of the Registration Statement hereinafter referred to, or as soon thereafter as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, in your judgment is advisable. The Company and the Pricing Agreement hereinafter defined has been executed and delivered. Prior Selling Stockholders 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 Representatives, 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 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. American Medserve Corporation Alibaba Group Holding Limited, an exempted company incorporated in the Cayman Islands ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"the “Company”), $.01 par valueagrees, of which 5,559,625 shares were outstanding as of such date. The Company proposes subject to the terms and conditions stated herein, to issue and sell 5,357,000 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! 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 803,550 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, 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"“Offered Shares”). The Pricing Underwriters have agreed to reserve a portion of the Offered Shares to be purchased by them under this Agreement may take for sale to the form of an exchange of any standard form of written telecommunication between Company’s directors, officers, employees and business associates and other parties related to the Company and (collectively, “Participants”), as set forth in the Representatives and shall specify such applicable information as is indicated in Exhibit A heretoFinal Prospectus under the heading “Underwriting” (the “Directed Share Program”). The offering of Directed Share Program shall be administered by Credit Suisse Securities (USA) LLC (the “DSP Underwriter”). The ADSs to be sold pursuant to the Directed Share Program are referred to hereinafter as the “Directed Shares”. Any Directed Shares not confirmed orally or in writing for purchase by any Participant by 9:00 AM (New York City time) on September 19, 2014 will be governed offered to the public 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:set forth in the Final Prospectus. The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of September 24, 2014 among the Company, Citibank, N.A., as depositary (the “Depositary”), and holders and beneficial owners from time to time of the ADSs issued thereunder.

Introductory. American Medserve MegaBank Financial Corporation (the "COMPANYCompany") ), a Delaware Colorado corporation, has an authorized capital stock consisting of 1,000,000 10,000,000 shares of Preferred Stock, $.01 no par value, none of which were outstanding as of November ____________, 1996 1998 and 30,000,000 shares 50,000,000 shares, no par value, of Common Stock ("COMMON STOCKCommon Stock"), $.01 par value, of which 5,559,625 6,407,340 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 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 803,550 217,500 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Shareholder and the RepresentativesRepresentative, 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. 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 Representatives 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. American Medserve Corporation Certain shareholders of Dollar Tree Stores, Inc., a Virginia corporation (the "COMPANYCompany"), named in Schedule B annexed hereto (the "Selling Shareholders") a Delaware corporation, has propose to transfer and sell an authorized capital stock consisting aggregate of 1,000,000 (a) 10,747,848 shares of Preferred the outstanding Common Stock, $.01 par valuevalue per share, none of which were outstanding as of November ___, 1996 the Company (the "Common Stock") and 30,000,000 (b) warrants to purchase 4,252,152 shares of Common Stock ("COMMON STOCK")Stock, $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 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 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 803,550 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, or as soon thereafter as in your judgment is advisable. The Company and each of the Pricing Agreement hereinafter defined has been executed and delivered. 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 Representatives, 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 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. American Medserve Corporation ICOP Digital, Inc., a Colorado corporation ("COMPANY"the “Company”) a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 1,000,000 shares (the “Shares”) of the Company’s common stock (“Common Stock”) and (ii) an aggregate of 1,000,000 redeemable warrants, each entitling the holder to purchase one share of Common Stock (each a “Warrant” and, collectively, the “Warrants”). The Warrants are to be identical in form to the public warrants first issued in July 2005 and that currently trade on the Nasdaq Capital Market under the symbol “ICOPW.” The Warrants are to be issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and between the Company and ComputerShare Investor Services, as it may warrant agent (the “Warrant Agent”), substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). The 1,000,000 Shares and the 1,000,000 Warrants to be amended sold by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who Company are acting severally and not jointly. collectively called the “Firm Securities.” In addition, the Company proposes to grant has granted to the Underwriters an option to purchase up to 803,550 an additional shares of Common Stock 150,000 Shares ("OPTION SHARES"the “Optional Shares”) and an additional 150,000 Warrants (the “Optional Warrants”), as provided in Section 4 hereof2. The Optional Shares and Optional Warrants are collectively referred to herein as the “Optional Securities”). Firm Shares Securities and, if and to the extent such option is exercised, the Option SharesOptional Securities are collectively called the “Securities.” Xxxxxxx Investment Company, are hereinafter collectively referred Inc. has agreed to act 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf representative of the several UnderwritersUnderwriters (in such capacity, shall enter into an agreement substantially the “Representative”) in connection with 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 offering and the Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering sale 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 AgreementSecurities. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. American Medserve Corporation Omnicare, Inc., a Delaware corporation ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCKCompany"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters Underwriters named in Schedule A hereto ("Underwriters") 4,000,000 shares of its Common Stock, $1 par value per share ("Securities"; such 4,000,000 shares of Securities being hereinafter referred to as it the "U.S. Firm Securities"). The Company also proposes to issue and sell to the Underwriters and the Managers (as defined below), at the option of the Underwriters and the Managers, an aggregate of not more than 750,000 additional shares ("Optional Securities") of Securities as set forth below. The U.S. Firm Securities and the Optional Securities that may be amended by sold to the Pricing Agreement hereinafter defined Underwriters ("UNDERWRITERSU.S. Optional Securities") are herein collectively called the "U.S. Securities". It is understood that the Company is concurrently entering into a Subscription Agreement, dated the date hereof ("Subscription Agreement"), who are acting severally with CS First Boston Limited ("CSFBL"), Montxxxxxx Xxxurities, PaineWebber Incorporated, Smitx Xxxxxx Xxx. and not jointly. In addition, Willxxx Xxxxx & Xompany ("Managers") relating to the concurrent offering and sale by the Company proposes of 1,000,000 shares of Securities (such 1,000,000 shares of Securities being hereinafter referred to grant as the "International Firm Securities", which together with the Optional Securities that may be sold to the Underwriters an option to purchase up to 803,550 additional shares of Common Stock Managers by the Company ("OPTION SHARESInternational Optional Securities") as provided in Section 4 hereofare hereinafter called 2 2 the "International Securities")), outside the United States and Canada ("International Offering"). The Firm Shares and, to U.S. Securities and the extent such option is exercised, the Option Shares, International Securities are hereinafter collectively referred to as the "SHARES." You have advised Offered Securities". To provide for the Company that coordination of their activities, 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter Managers have entered into an agreement substantially in Agreement Between U.S. Underwriters and Managers which permits them, among other things, to sell the form Offered Securities to each other for purposes 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 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 Agreementresale. The Company hereby confirms its agreement agrees with the several Underwriters as follows:

Introductory. American Medserve Corporation Radiant Systems, Inc., a Georgia corporation ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"the “Company”), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 to the several Underwriters named on Schedule A (the “Underwriters”) an aggregate of 3,500,000 shares of its authorized but unissued Common Stock common stock, no par value per share ("FIRM SHARES") to the several underwriters “Shares”), and the stockholders of the Company named in Schedule A as it may B (collectively, the “Selling Stockholders”) severally propose to sell to the Underwriters an aggregate of 1,193,848 Shares. The 3,500,000 Shares to be amended sold by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who Company are acting severally referred to as “Firm Primary Shares” and not jointly. the 1,193,848 Shares to be sold by the Selling Stockholders are referred to as the “Firm Secondary Shares” and collectively are referred to as the “Firm Shares.” In addition, the Company proposes to grant has granted to the Underwriters an option to purchase up to 803,550 an additional shares of Common Stock ("OPTION SHARES") 2,062 Shares and the Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional 702,015 Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B, all as provided in Section 4 hereof2. The additional 2,062 Shares to be sold by the Company pursuant to such option are referred to as the “Optional Primary Shares” and the additional 702,015 Shares to be sold by the Selling Stockholders pursuant to such option are referred to as the “Optional Secondary Shares” and collectively are referred to as the “Optional Shares.” The Firm Primary Shares and the Optional Primary Shares are collectively referred to as the “Primary Shares” and the Firm Secondary Shares and the Optional Secondary Shares are collectively referred to as the “Secondary Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Optional Shares are collectively called the “Offered Shares.” Jefferies & Company, are hereinafter collectively referred Inc. (“Jefferies”) has agreed to act as representative of the "SHARES." You have advised several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. The Company that has prepared and filed with the Underwriters propose Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-162309), which contains a base prospectus (the “Base Prospectus”), to make a be used in connection with the public offering of their respective portions and sale of the Shares Offered Shares. Such registration statement, as soon amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effectiveamended, and the Pricing Agreement hereinafter defined has been executed rules and delivered. Prior to the purchase and public offering of the Shares by the several Underwritersregulations promulgated thereunder (collectively, the Company and the Representatives“Securities Act”), 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 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:including all documents

Introductory. American Medserve Corporation The stockholders listed in Schedule B hereto (the "COMPANYSelling Stockholders") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock propose severally to sell (the "COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARESInternational Offering") to the several underwriters Managers named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined "Managers") an aggregate of [ ] outstanding shares (the "UNDERWRITERSInternational Firm Securities") of the Common Stock, $0.01 par value per share (the "Securities") of Keebler Foods Company, a Delaware corporation (the "Company"), who and also propose to sell to the Managers and the U.S. Underwriters (as defined) an option, exercisable by CSFBC (as defined below), for an aggregate of not more than [ ] additional outstanding shares (the "Optional Securities") of the Company's Securities as set forth below. The International Firm Securities and the Optional Securities that may be sold to the Managers (together with the Optional Securities that may be sold to the U.S. Underwriters in the United States and Canada, the "Optional Securities") are herein collectively called the "International Securities". It is understood that the Company and the Selling Stockholders are concurrently entering into an Underwriting Agreement, dated the date hereof (the "Underwriting Agreement"), with certain United States underwriters listed in Schedule A thereto (the "U.S. Underwriters"), for whom Credit Suisse First Boston Corporation ("CSFBC"), Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, Morgxx Xxxnxxx & Xo. Incorporated and SBC Warburg Dillon Read Inc. are acting severally and not jointly. In additionas representatives (the "U.S. Representatives"), the Company proposes to grant relating to the Underwriters concurrent offering and sale of an option to purchase up to 803,550 additional aggregate of [ ] shares of Common Stock Securities (the "OPTION SHARESU.S. Firm Securities") as provided in Section 4 hereofthe United States and Canada 2 (the "U.S. Offering"), which together with the Optional Securities that may be sold to the U.S. Underwriters in the United States and Canada are hereinafter called the "U.S. Securities". The International Firm Shares and, to Securities and the extent such option is exercised, the Option Shares, U.S. Firm Securities are hereinafter collectively referred to as the "SHARES." You have advised Firm Securities". The International Securities and the Company that U.S. Securities are collectively referred to as the Underwriters propose to make a public offering "Offered Securities". To provide for the coordination of their respective portions of activities, the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, Managers and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter U.S. Underwriters have entered into an agreement substantially in Agreement between U.S. Underwriters and Managers which permits them, among other things, to sell the form Offered Securities to each other for purposes 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 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:resale.

Introductory. American Medserve Corporation The entities and individuals whose names are set forth on Schedule A attached hereto ("COMPANY"collectively, the “Selling Stockholders”) a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 propose severally and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes not jointly to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named whose names are set forth on Schedule B attached hereto (collectively, the “Underwriters”) an aggregate of outstanding shares (the “Firm Securities”) of the common stock, par value $0.01 per share (the “Securities”), of TransDigm Group Incorporated, a Delaware corporation (the “Company”), with each Selling Stockholder selling the number of Firm Securities set forth opposite such Selling Stockholder’s name in Schedule A as it may be amended by attached hereto. The entities and individuals whose names are set forth on Schedule C attached hereto (collectively, the Pricing Agreement hereinafter defined ("UNDERWRITERS")“Over-Allotment Stockholders” and, who are acting together with the Selling Stockholders, the “Participating Stockholders”) propose severally and not jointly. In addition, the Company proposes jointly to grant sell to the Underwriters Underwriters, at the option of the Underwriters, not more than an option to purchase up to 803,550 aggregate of additional shares of Common Stock ("OPTION SHARES") the Securities to cover over-allotments, if any, as provided in Section 4 hereof3 hereof (the “Optional Securities”), with each Over-Allotment Stockholder selling the number of Optional Securities set forth opposite such Over-Allotment Stockholder’s name in Schedule C attached hereto. 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”. Prior to the purchase and public offering of the Shares by the several Underwriters, the The Company and the Representatives, acting on behalf of Participating Stockholders severally (and not jointly) hereby agree with 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 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. American Medserve Corporation Surety Capital Corporation, a Delaware corporation (the "COMPANY"), proposes to issue and sell 1,925,061 shares ("PRIMARY SHARES") a Delaware corporation, has an of its authorized capital stock consisting of 1,000,000 shares of Preferred but unissued Common Stock, par value $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock per share ("COMMON STOCK"), $.01 par valueand Anchorage Fire and Casualty Insurance Company, of which 5,559,625 shares were outstanding as of such date. The Company in Liquidation acting through Xxxxxx Xxxxxx Xxxxxx, Special Deputy Commissioner and Liquidator, ("SELLING SHAREHOLDER") proposes to issue and sell 5,357,000 174,939 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 Xxxxxx & Xxxxxx Incorporated ("UNDERWRITER"). In addition, the Company proposes to grant to the Underwriters Underwriter an option to purchase up to 803,550 288,759 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. * Plus an option to acquire up to 288,759 additional shares to cover over allotments. Prior to the purchase and public offering of the Shares by the several UnderwritersUnderwriter, the Company Company, the Selling Shareholder and the Representatives, acting on behalf of the several Underwriters, Underwriter 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 Company, the Selling Shareholder and the Representatives 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. American Medserve Corporation Dollar Thrifty Automotive Group Inc., a Delaware corporation ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCKCompany"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters Managers named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined hereto ("UNDERWRITERSManagers"), who 375,000 shares of its Common Stock ($0.01 par value) ("Securities") and Chrysler Corporation, a Delaware Corporation ("Chrysler") proposes to sell to the Managers 3,000,000 outstanding shares of the Securities ("International Offering") (the aggregate of such 3,375,000 shares of Securities being referred to as "International Firm Securities"). It is understood that the Company and Chrysler are concurrently entering into an Underwriting Agreement, dated the date hereof ("U.S. Underwriting Agreement"), with certain United States underwriters listed in Schedule A thereto (the "U.S. Underwriters"), for whom Credit Suisse First Boston Corporation ("CSFBC"), Goldxxx, Xxchs & Co., J.P. Xxxxxx Xxxurities Inc. and Smitx Xxxxxx Xxx. are acting severally as representatives ("Representatives"), relating to the concurrent offering and not jointlysale of 19,125,000 shares of Securities ("U.S. Firm Securities") in the United States and Canada ("U.S. Offering"). In addition, the Company proposes to grant issue and sell to the U.S. Underwriters and to the Managers, at the option of the U.S. Underwriters and the Managers, an option to purchase up to 803,550 aggregate of not more than 3,375,000 additional shares of Common Stock Securities ("OPTION SHARESOptional Securities") as provided in Section 4 hereof). The U.S. Firm Shares and, to Securities and the extent such option is exercised, Optional Securities purchased by the Option Shares, U.S. Underwriters are hereinafter called the "U.S. Securities"; the International Firm Securities and the Optional Securities purchased by the Managers are hereinafter called the "International Securities"; the U.S. Firm Securities and the International Firm Securities are hereinafter called the "Firm Securities". The U.S. Securities and the International Securities are collectively referred to as the "SHARES." You have advised Offered Securities". To provide for the Company that the Underwriters propose to make a public offering coordination of their respective portions of activities, the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, U.S. Underwriters and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter Managers have entered into an agreement substantially in Agreement Between U.S. Underwriters and Managers that permits them, among other things, to sell the form Offered Securities to each other for purposes 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 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:resale.

Introductory. American Medserve Corporation ("COMPANY") Citrix Systems, Inc., a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation (the "COMMON STOCKCompany"), $.01 par valueproposes, of which 5,559,625 shares were outstanding as of such date. The Company proposes subject to the terms and conditions stated herein, to issue and sell 5,357,000 shares to Credit Suisse First Boston Corporation (referred to herein as the initial "Purchaser" or "CSFBC") U.S.$ 850,000,000 principal amount at maturity of its authorized but unissued Common Stock Zero Coupon Convertible Subordinated Debentures Due March 22, 2019 (the "FIRM SHARESFirm Securities") 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 also proposes to grant to the Underwriters Purchaser an option option, exercisable from time to time by the Purchaser to purchase an aggregate of up to 803,550 an additional shares of Common Stock $280,000,000 principal amount at maturity ("OPTION SHARESOptional Securities") of its Zero Coupon Convertible Subordinated Debentures Due March 22, 2019, each to be issued under an indenture, dated as provided in Section 4 hereofof March 22, 1999 (the "Indenture"), between the Company and State Street Bank and Trust Company, N.A., as Trustee. The Firm Shares andSecurities and the Optional Securities which the Purchaser may elect to purchase pursuant to Section 3 hereof are herein collectively called the "Offered Securities". The United States Securities Act of 1933, to the extent such option as amended, is exercised, the Option Shares, are hereinafter collectively herein referred to as the "SHARESSecurities Act." You have advised the Company that the Underwriters propose to make a public offering of their respective portions The Holders 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. Prior Offered Securities will be entitled to the purchase and public offering benefits of the Shares by the several Underwriters, a Registration Rights Agreement of even date herewith among the Company and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto Purchaser (the "PRICING --------------------------- *Plus an option to acquire up to 803,550 additional shares to cover overallotments. AGREEMENTRegistration Rights Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between , pursuant to which the Company agrees to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the resale of the Offered Securities and the Representatives and shall specify such applicable information Underlying Shares (as is indicated in Exhibit A hereto. The offering of defined below) issuable upon conversion thereof under 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 AgreementSecurities Act. The Company hereby confirms its agreement agrees with the Underwriters Purchaser as follows:

Introductory. American Medserve Corporation ("COMPANY") Warnxx Xxxxxxxx, Xxc., a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation (the "COMMON STOCKCompany"), $.01 par valueproposes, of which 5,559,625 shares were outstanding as of such date. The Company proposes subject to the terms and conditions stated herein, to issue and sell 5,357,000 shares of its authorized but unissued Common Stock to Credit Suisse First Boston Corporation ("FIRM SHARESCSFBC") to and the several underwriters other initial purchasers named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined "Purchasers") U.S.$200,000,000 principal amount of its 12(epsilon)% Senior Notes due 2008 ("UNDERWRITERSOffered Securities") to be issued under an indenture, dated as of February 15, 2000 (the "Indenture"), who are acting severally and not jointly. In additionamong the Company, Warnxx Xxxxxxxx Xxxlic Limited Company, the owner of 100% of the capital stock of the Company proposes to grant to (the Underwriters an option to purchase up to 803,550 additional shares "Guarantor"), and The Bank of Common Stock ("OPTION SHARES") New York, as provided in Section 4 hereofTrustee. The Firm Shares and, to obligations of the extent such option Issuer under the Indenture and the Offered Securities will be fully and unconditionally guaranteed on a senior basis by the Guarantor (the "Guaranty"). The United States Securities Act of 1933 is exercised, the Option Shares, are hereinafter collectively herein referred to as the "SHARESSecurities Act." You have advised The Company has entered into an Asset Purchase Agreement dated as of January 26, 2000 (the "BMS Agreement") to acquire Estrace(R) vaginal cream, Ovcon(R) 35 oral contraceptive and Ovcon(R) 50 oral contraceptive (collectively, the "Product Lines") from Brisxxx-Xxxxx Xxxibb Company that ("BMS") for total consideration of $180 million (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"Acquisition"). Prior to the purchase and public offering of the Shares by the several UnderwritersIn connection with Acquisition, the Company and BMS have entered into two Transitional Services and Supply Agreements, each dated as of January 26, 2000. with respect to the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto Product Lines (collectively the "PRICING --------------------------- *Plus an option to acquire up to 803,550 additional shares to cover overallotments. AGREEMENTSupply Agreements"). The Pricing Agreement may take Acquisition is subject to the form satisfaction or waiver of an exchange certain conditions and, accordingly, there can be no assurance that the Acquisition will be completed on the terms and conditions set forth in the BMS Agreement, or at all. Each of any standard form of written telecommunication between the Company and the 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 Guarantor hereby confirms its agreement agrees with the Underwriters several Purchasers as follows:

Introductory. American Medserve Corporation ("COMPANY") Ignite Restaurant Group, a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation ("COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes “Company”) agrees with the several Underwriters named in Schedule B hereto (“Underwriters”) to issue and sell 5,357,000 to the several Underwriters [ ] shares of its authorized but unissued Common Stock common stock, par value $.01 per share ("FIRM SHARES"“Securities”) and JCS Holdings, LLC (“Parent Selling Stockholder”) agrees severally with the Underwriters to sell to the several underwriters named in Underwriters an aggregate of [ ] outstanding shares of the Securities (such [ ] shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional shares of the Securities (“Optional Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. Immediately following the sale of the Firm Securities and any sale of Optional Securities, the Parent Selling Stockholder expects to distribute the cash proceeds received pursuant to any such sale to the holders of its series A preferred units and its common units listed on Schedule A as it may be amended by (the Pricing “Parent Beneficial Holders” and together with the Parent Selling Stockholder, the “Selling Stockholders”) in accordance with the provisions then in effect of the Fourth Amended and Restated Limited Liability Company Agreement hereinafter defined of the Parent Selling Stockholder ("UNDERWRITERS"the “Parent Selling Stockholder LLC Agreement”), who are acting severally and not jointly. In addition, immediately following the Company proposes sale of the Firm Securities, the Parent Selling Stockholder expects to grant distribute all of the Securities then held by it to the Underwriters an option to purchase up to 803,550 additional shares holders of Common Stock ("OPTION SHARES") as provided its Series A preferred units and its vested common units in Section 4 hereof. The Firm Shares and, to accordance with 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 provisions of the Shares as soon as you deem advisable after Parent Selling Stockholder LLC Agreement, other than [ ] additional Securities representing 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. Prior to the purchase and public offering value of unvested common units of the Shares by the several Underwriters, the Company and the Representatives, 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 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:Parent Selling Stockholder.

Introductory. American Medserve Corporation Global Power Equipment Group Inc., a Delaware corporation that will be the surviving corporation of the proposed Reorganization (as defined below) of GEEG Holdings, L.L.C., a Delaware limited liability company, and any successor (by merger or otherwise) thereto (Global Power Equipment Group, Inc., after the Reorganization, and GEEG Holdings, L.L.C., before the Reorganization, are referred to herein as the "COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 to the Underwriters (as defined below) 7,350,000 shares of its authorized but unissued Common Stock Stock, par value $0.01 per share ("FIRM SHARESSECURITIES") 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 803,550 additional such 7,350,000 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 Securities being hereinafter collectively referred to as the "SHARES." You have advised FIRM SECURITIES"). The stockholders listed in Schedule A hereto ("SELLING STOCKHOLDERS") propose to sell to the Company that Underwriters, at the option of the Underwriters propose to make a public offering an aggregate of their respective portions not more than 1,102,500 outstanding shares of the Shares Company's Securities, as soon as you deem advisable after the registration statement set forth in Schedule A hereto (such 1,102,500 additional shares being hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (as the "PRICING --------------------------- *Plus an option to acquire up to 803,550 additional shares OPTIONAL SECURITIES"), in each case solely to cover overallotments. AGREEMENTThe Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Saloxxx Xxxxx Xxxney Inc. has agreed to reserve out of the Securities set forth opposite its name on Schedule B hereto, up to [ ] shares, for sale to the Company's directors, officers, employees and other parties associated with the Company in the United States (collectively, "PARTICIPANTS"), as set forth in the Prospectus under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Pricing Securities to be sold by Saloxxx Xxxxx Xxxnxx Xxx. pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by Saloxxx Xxxxx Xxxney Inc. pursuant to this Agreement may take at the form public offering price. Any Directed Shares not orally confirmed for purchase by any Participants by the open of an exchange of any standard form of written telecommunication between business on the business day immediately following the date on which this Agreement is executed will be offered to the 2 public by Saloxxx Xxxxx Xxxnxx Xxx. as set forth in the Prospectus. The Company and the 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 Selling Stockholders hereby confirms its agreement agree with the several Underwriters named in Schedule B hereto ("UNDERWRITERS") as follows:

Introductory. American Medserve Corporation Xxxxxxx River Associates Incorporated (the "COMPANY") ), a Delaware Massachusetts corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 without par value, none of which were no shares are outstanding as of November ___, 1996 and 30,000,000 25,000,000 shares of Common Stock Stock, without par value ("COMMON STOCK"), $.01 par value, of which 5,559,625 9,032,082 shares were outstanding as of such dateMay 16, 2003. The Company proposes to issue and sell 5,357,000 400,000 shares of its authorized but unissued Common Stock Stock, and certain stockholders and optionholders of the Company (collectively referred to as the "FIRM SHARES"SELLING STOCKHOLDERS" and named in Schedule B) propose to sell 1,661,000 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 2,061,000 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 803,550 309,150 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." ---------- (1) Plus an option to acquire up to 309,150 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 Registration Statement becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the Representatives, 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 Company, the Selling Stockholders and the 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. American Medserve Corporation ("COMPANY") Solaris Oilfield Infrastructure, Inc., a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation ("COMMON STOCK"“Company”), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes agrees with the several Underwriters named in Schedule B hereto (“Underwriters”) to issue and sell 5,357,000 to the several Underwriters 3,000,000 shares of its authorized but unissued Common Stock Class A common stock, par value $0.01 per share ("FIRM SHARES") to “Securities”), and the several underwriters named stockholders listed in Schedule A as it may be amended by hereto (“Selling Stockholders”) agree severally with the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes Underwriters to grant sell to the Underwriters an option to purchase up to 803,550 additional aggregate of 4,000,000 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 7,000,000 shares of Securities being hereinafter collectively referred to as the "SHARES." You have advised “Firm Securities”). The Selling Stockholders also agree to sell to the Company that Underwriters, at the Underwriters propose to make a public offering of their respective portions option (the “Option”) of the Shares Underwriters, an aggregate of not more than 1,050,000 additional shares of Securities (“Optional Securities”), as soon set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. The Offered Securities to be sold by the Selling Stockholders consist of Securities that are issuable upon redemption of units (“Solaris Units”) in Solaris Oilfield Infrastructure, LLC, a Delaware limited liability company (“Solaris LLC”), together with an equal number of shares of Class B common stock of the Company, pursuant to the Second Amended and Restated Limited Liability Company Agreement of Solaris LLC, dated as you deem advisable after of May 11, 2017 (the registration statement “Solaris LLC Agreement”), 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, 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"as a “Redemption Transaction”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the 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. American Medserve Corporation ("COMPANY") Ambac Financial Group, Inc., a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation ("COMMON STOCK"“Company”), $.01 par valueagrees with the several Underwriters named in Schedule A hereto (“Underwriters”), of which 5,559,625 shares were outstanding for whom you are acting as of such date. The Company proposes representatives (“Representatives”), to issue and sell 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 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 803,550 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. Prior Pursuant to a remarketing agreement to be dated the purchase and public offering of the Shares by the several Underwriters, Closing Date (“Remarketing Agreement”) between the Company and the Representatives, acting on behalf 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 several Underwritersoffering contemplated by this Agreement, shall enter into an agreement substantially 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 one percent (1%) of the Equity Units, for sale to the Company’s officers, directors and managing directors (collectively, “Participants”), as set forth in the form of Exhibit A hereto General Disclosure Package and Final Prospectus (each as defined below) under the heading “Underwriting” therein (the "PRICING --------------------------- *Plus an option to acquire up to 803,550 additional shares to cover overallotments. AGREEMENT"“Directed Share Program”). The Pricing Offered Securities to be sold by Citi pursuant to the Directed Share Program (the “Directed Shares”) will be sold by Citi pursuant to this Agreement may take at the form of an exchange of public offering price. Any Directed Shares not orally confirmed for purchase by any standard form of written telecommunication between Participants by 7:30 A.M. New York City time on the business day following the date on which this Agreement is executed will be offered to the public by the Representatives as set forth in the Final Prospectus. Concurrently herewith, the Company also proposes to issue and sell, pursuant to a separate underwriting agreement (“Common Stock Underwriting Agreement”) to be entered into by and among the Company and the Representatives underwriters named therein (“Common Stock Underwriters”), 171,111,112 shares of Common Stock, and shall specify such applicable information as is indicated in Exhibit A hereto. The offering the Company also proposes to issue and sell to the Common Stock Underwriters, at the option of the Shares will be governed by this AgreementCommon Stock Underwriters, as supplemented by the Pricing Agreement. From and after the date an aggregate of the execution and delivery not more than 25,666,667 additional shares of the Pricing Agreement, this Agreement shall be deemed Common Stock to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:cover over-allotments in connection therewith.

Introductory. American Medserve Corporation SEP SWH Holdings, L.P. ("COMPANY"“SEP”) a Delaware corporationand New SEP SWH Holdings, has an authorized capital stock consisting of 1,000,000 shares of Preferred StockL.P. (“New SEP” and, $.01 par valuetogether with SEP, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock the “Selling Stockholders”) agree with Credit Suisse Securities ("COMMON STOCK"USA) LLC (“Credit Suisse”), $.01 par valueXxxxxxx, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue Xxxxx & Co. (“Xxxxxxx Sachs”), and sell 5,357,000 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 hereto (collectively, the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who for whom Credit Suisse and Xxxxxxx Xxxxx are acting as representatives (in such capacity, the “Representatives”) to sell, severally and not jointly. In addition, the Company proposes to grant to the several Underwriters an option (i) the number of outstanding shares of common stock of Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”), par value $0.01 per share (the “Securities”) set forth opposite such Selling Stockholder's name in Schedule B hereto under the caption "Total Number of Firm Securities to purchase Be Sold" (the “Firm Securities”), and (ii) up to 803,550 the number of additional outstanding shares of Common Stock Securities set forth opposite such Selling Stockholder’s name in Schedule B hereto under the caption "Number of Optional Securities to be Sold if Maximum Option Exercised” ("OPTION SHARES") the “Optional Securities”), as provided in Section 4 hereofset forth below. 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 delivered. Prior to Optional Securities are herein collectively called the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, 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 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:“Offered Securities.”

Introductory. American Medserve Corporation ("COMPANY") Diamond Resorts International, Inc., a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation ("COMMON STOCK"“Company”), $.01 par valueagrees with the several Underwriters named in Schedule A hereto (“Underwriters”), of for which 5,559,625 shares were outstanding Credit Suisse Securities (USA) LLC (the “Representative”) is acting as of such date. The Company proposes Representative, to issue and sell 5,357,000 to the several Underwriters 14,000,000 shares of its authorized but unissued Common Stock common stock, par value $0.01 per share ("FIRM SHARES"“Securities”), and Cloobeck Diamond Parent, LLC (the “Selling Stockholder”) agrees with the Underwriters to sell 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 803,550 additional aggregate of 1,500,000 outstanding shares of Common Stock the Securities ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, such shares of Securities together with those referred to the extent such option is exercised, the Option Shares, are above being hereinafter collectively referred to as the "SHARES." You have advised “Firm Securities”), as further described in Section 3 below. The Company also agrees to sell to the Company that Underwriters, at 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 effectiveUnderwriters, if it has an aggregate of not yet become effectivemore than 2,100,000 additional outstanding shares, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior Selling Stockholder also agrees to sell to the purchase and public offering Underwriters, at the option of the Shares by the several Underwriters, an aggregate of not more than 225,000 additional shares (all of such additional shares of Securities being hereinafter collectively referred to as the Company “Optional Securities”) of Securities, as further described in Section 3. The Firm Securities and the Representatives, acting on behalf Optional Securities are herein collectively called the “Offered Securities”. As part 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 Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed contemplated by this Agreement, Credit Suisse Securities (USA) LLC (the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 775,000 shares of Securities, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as supplemented set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Pricing AgreementDesignated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. From and after Any Directed Shares not subscribed for by the date end of the execution and delivery of the Pricing Agreement, business day on which this Agreement shall is executed will be deemed offered to incorporate the Pricing Agreement. The Company hereby confirms its agreement with public by the Underwriters as follows:set forth in the Final Prospectus. Upon the consummation of the offering contemplated by this Agreement, the Company will be a holding company, and its principal asset will be direct and indirect ownership of equity interests in its subsidiaries, including Diamond Resorts Corporation, a Maryland corporation (“DRC”), which is the Company’s primary operating subsidiary. DRC is a wholly owned subsidiary of Diamond Resorts Holdings, LLC, a Nevada limited liability company (“DRH”), which is a wholly owned subsidiary of Diamond Resorts Parent, LLC, a Nevada limited liability company (“DRP”). As part of the reorganization transactions (the “Reorganization Transactions”, as defined in the Statutory Prospectus as of the Applicable Time), DRH will be merged with and into DRP with DRP being the surviving entity, and DRP will be merged with and into the Company, with the Company being the surviving entity.

Introductory. American Medserve Corporation Kos Pharmaceuticals, Inc., a Florida corporation (the "COMPANYCompany") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares sell, pursuant to the terms of its authorized but unissued Common Stock ("FIRM SHARES") this Agreement, 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 are acting severally and not jointly. In additioncertain shareholders of the Company (the "Selling Shareholders") named in Schedule B hereto (the "Selling Shareholders," and collectively with the Company, the Company proposes "Sellers") severally propose to grant sell to the Underwriters Underwriters, an option aggregate of 3,200,000 shares of Common Stock, $.01 par value (the "Common Stock") of the Company. The aggregate of 3,200,000 shares so proposed to purchase be sold, of which 1,000,000 shares are to be sold by the Company and 2,200,000 shares are to be sold by the Selling Shareholders (each Selling Shareholder selling the amount set forth opposite such Selling Shareholder's name under "Firm Stock" in Schedule B hereto) is hereinafter referred to as the "Firm Stock". The Selling Shareholders also severally propose to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to 803,550 an additional 480,000 shares of Common Stock (the "OPTION SHARESOptional Stock") as provided ), the Company selling up to 140,000 shares of Common Stock and each Selling Shareholder selling up to the amount set forth opposite such Selling Shareholder's name under "Optional Stock" in Section 4 hereofSchedule B hereto. 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 the Company that the Underwriters propose to make a public offering of their respective portions Stock". Cowex & Xompany ("Cowen"), Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation, Salomon Brothers Inc, and SBC Warburg Dillon Read 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, and as the Pricing Agreement hereinafter defined has been executed and delivered"Representatives". Prior to the purchase and public offering of the Shares by the several Underwriters, the The Company and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (Selling Shareholders are hereinafter collectively referred to as the "PRICING --------------------------- *Plus an option to acquire up to 803,550 additional shares to cover overallotments. AGREEMENTSellers."). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the 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. American Medserve Corporation ("COMPANY") TAL International Group, Inc., a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation ("COMMON STOCK"the “Company”), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may (the “Underwriters”) an aggregate of 2,500,000 shares of its common stock, par value $0.001 per share (the “Common Stock”); and the stockholders of the Company named in Schedule B (collectively, the “Selling Stockholders”) severally propose to sell to the Underwriters an aggregate of 3,000,000 shares of Common Stock. The 2,500,000 shares of Common Stock to be amended sold by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who Company and the 3,000,000 shares of Common Stock to be sold by the Selling Stockholders are acting severally and not jointlycollectively called the “Firm Shares”. In addition, the Company proposes to grant Selling Stockholders have severally granted to the Underwriters an option to purchase up to 803,550 an additional 825,000 shares (the “Optional Shares”) of Common Stock ("OPTION SHARES") Stock, as provided in Section 4 hereof. 3(b), each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B. The Firm Shares and, if and to the extent such option is exercised, the Option Optional Shares are collectively called the “Shares”. Xxxxxxx Lynch, are hereinafter collectively referred Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities LLC and Xxxxx Fargo Securities, LLC have agreed to act 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Shares. To the extent there are no additional Underwriters listed on Schedule A other than you, the terms Representatives and Underwriters as used herein shall mean you, as 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 terms Representatives and Underwriters shall specify such applicable information mean either the singular or plural 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 Agreementcontext requires. The Company and each of the Selling Stockholders hereby confirms its agreement agree, severally and not jointly, with the several Underwriters as follows:

Introductory. American Medserve Corporation SmartHeat, Inc., a Nevada corporation ("COMPANY") a Delaware corporation“Company”), has an authorized capital stock consisting of 1,000,000 seventy-five million (75,000,000) shares of Preferred common stock, par value $0.001 per share (“Common Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"”), $.01 par value, of which 5,559,625 24,194,425 shares were outstanding as of such dateSeptember 1, 2009, and no other shares of Common Stock will have been issued as of the First Closing Date (as hereinafter defined) except for shares of Common Stock issued upon the exercise of stock options and warrants outstanding as of the date hereof, shares of Common Stock issued pursuant to the Company’s director compensation policies or shares of Common Stock issued pursuant to this Agreement. The Company proposes to issue and sell 5,357,000 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 803,550 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativesRepresentative, 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"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representatives 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. American Medserve Corporation Cheap Tickets, Inc., a Delaware corporation ("COMPANYCompany") a Delaware corporation), has an authorized capital stock consisting of 1,000,000 10,000,000 shares of Preferred Stock, par value $.01 par value0.01 per share, none of which were outstanding as of November August ____, 1996 1999 and 30,000,000 70,000,000 shares of Common Stock Stock, par value $0.001 per share ("COMMON STOCKCommon Stock"), $.01 par value, of which 5,559,625 [21,483,171] shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 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 Xxxxxxxx-Xxxxx Specialty Retail Group III, L.P., the Xxxxxxx X. Xxxxxxx Revocable Trust, as amended, and the Xxxxxx Xxxxxx Xxxxxxx Revocable Trust, as amended, propose to grant to the Underwriters an option to purchase up to 803,550 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the Representatives, 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. 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 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 Xxxxxxx X. Xxxxxxx is imputed to the Xxxxxxx X. Xxxxxxx Revocable Trust, as amended and the Xxxxxxx Family Unitrust, the knowledge of Xxxxxx X. Xxxxxxx is imputed to the Xxxxxx Xxxxxx Xxxxxxx Trust, as amended and the Xxxxxxx Family Unitrust, and the knowledge of Xxxxxx X. Xxxxxxxx and Xxxx Xxxxx is imputed to Xxxxxxxx-Xxxxx 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. American Medserve Corporation ("COMPANY") Capital, Ltd., a Delaware corporationcorporation (the “Company”), has [and [Underwriter(s)], each of them acting either as a principal or as an authorized capital stock consisting agent for one of 1,000,000 shares its affiliates (collectively, the “Forward Sellers”)], at the request of Preferred Stockthe Company [in connection with the “Forward Agreements” (as defined below) attached hereto as Exhibit A,] confirm their respective agreements with the Representatives (as defined below) and each of the other Underwriters named in Schedule A attached hereto and made a part hereof (collectively, $.01 par value, none of which were outstanding as of November ___, 1996 the “Underwriters”) with respect to (a) the sale by the Company [and 30,000,000 shares the Forward Sellers (including the possible issuance and sale by the Company of Common Stock ("COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES"defined below) to the several underwriters named in Schedule A as it may be amended Underwriters pursuant to Section 12(a) hereof),] and purchase by the Pricing Agreement hereinafter defined ("UNDERWRITERS")Underwriters, who are acting severally and not jointly. In addition, of their respective portions of shares of Common Stock, [including the Company proposes to grant to Borrowed Shares (as defined below)] (the Underwriters an option to purchase up to 803,550 “Firm Shares”) and all or any part of additional shares of Common Stock ("OPTION SHARES"the “Option Shares”) as provided in Section 4 hereof. The 3(b) hereof (the Firm Shares and, to the extent such option is exercised, the and Option Shares, are hereinafter Shares collectively being referred to as the "SHARES." You have advised “Shares”), and (b) the grant by the Company that to the Underwriters propose of the option described in Section 3(b) hereof to make purchase all or any part of the Option Shares to cover over-allotments, if any. “Common Stock” shall refer to the $0.01 par value per share of common stock of the Company. [“Forward Agreements” shall refer to the letter agreements, which relate to the forward sale by the Company of a number of shares of Common Stock equal to the number of shares of Common Stock to be borrowed and sold by the Forward Sellers pursuant to this Agreement (the “Borrowed Shares”), dated the date hereof and entered into by and between the following: (a) the Company and [Underwriter(s)]. [Underwriter(s)] are hereafter referred to as the “Forward Counterparties.”] Of the Firm Shares, shares (plus any additional shares of Common Stock issued and sold by the Company pursuant to Section 12(a) hereof), will be issued and sold to the Underwriters by the Company (the “Company Firm Shares”) [and shares (subject to reduction for any shares issued and sold by the Company pursuant to Section 12(a) hereof) will be sold to the Underwriters by the Forward Sellers (the “Forward Seller Firm Shares”)]. [Underwriter(s)] have agreed to act as representatives of each of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Shares. The Company has filed with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”), a registration statement on Form N-2 for the offer and sale of an aggregate amount of $ of securities (File No. ), which registration statement became effective on , a copy of which has heretofore been delivered to you. The Company proposes to file with the Commission pursuant to Rule 497 under the Securities Act, a supplement, dated as of , 200_, to the final prospectus dated as of , relating to the Shares and the method of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Shares set forth therein. Such registration statement, including the exhibits thereto, as amended at the date hereof, is hereinafter called the “Registration Statement”; such prospectus, in the form in which it was filed with the Commission pursuant to Rule 497 under the Securities Act, is hereinafter called the “Basic Prospectus”; such supplement to the Basic Prospectus, in the form in which it will be filed with the Commission pursuant to Rule 497 under the Securities Act, is hereinafter called the “Prospectus Supplement” and the Basic Prospectus and Prospectus Supplement together are hereinafter called the “Prospectus.” The Prospectus, subject to completion, used in connection with a public offering 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. Prior is called a “Preliminary Prospectus,” any reference to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, 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 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 “most recent Preliminary Prospectus” shall be deemed to incorporate refer to the Pricing Preliminary Prospectus most recently filed pursuant to Rule 497 under the Securities Act as of the date hereof. All references in this underwriting agreement (this “Agreement”) to the Registration Statement, the Preliminary Prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed, as applicable, with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). The Company hereby confirms its agreement agreements with the Underwriters as follows:

Introductory. American Medserve Corporation Fall River Gas Company ("COMPANYCompany") a Delaware Massachusetts corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock2,201,334 shares, $.01 .83 1/3 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCKCommon Stock"), $.01 par value, of which 5,559,625 1,787,261 shares were outstanding and 414,073 shares were held in the Company's treasury as of such date__________, 1997. The Company proposes to issue and sell 5,357,000 340,000 shares directly out of its authorized but unissued Common Stock the Company's treasury ("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 803,550 51,000 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativesRepresentative, 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. AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representatives 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. ---------------- (*)Plus an option to acquire up to 51,000 additional shares to cover overallotments. 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. American Medserve Corporation ("COMPANY") Prism Financial Corporation, a Delaware corporationcorporation (the "Company"), has as of the First Closing Date (hereinafter defined), will have an authorized capital stock consisting of 1,000,000 10,000,000 shares of Preferred Stock, $.01 par value, none of which were no shares will be outstanding as of November ___such date and 100,000,000 shares of Common Stock, 1996 and 30,000,000 $.01 par value ("Common Stock"), of which 12,168,047 shares will be outstanding as of such date (excluding the shares of Common Stock ("COMMON STOCK"to be issued and sold hereunder), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 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 803,550 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the Representatives, 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 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. American Medserve Corporation ("COMPANY") FTS International, Inc., a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation ("COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes “Company”) agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell 5,357,000 to the several Underwriters [•] shares of its authorized but unissued Common Stock common stock and the stockholder listed on Schedule B hereto ("FIRM SHARES"the “Selling Stockholder”) agrees with the several Underwriters to sell to the several underwriters named in Schedule A Underwriters an aggregate of [•] shares of the Company’s common stock (such [•] aggregate shares being referred to herein as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Firm Securities”), who are acting severally and not jointly. In addition, the The Company proposes also agrees to grant sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 803,550 aggregate of not more than [•] additional shares of Common Stock the Company’s common stock ("OPTION SHARES") together, “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”. Each of Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) has agreed to reserve a portion of the Firm Securities to be purchased by it under this Agreement for sale to the extent such option is exercisedCompany’s directors, the Option Sharesofficers, are hereinafter collectively referred employees and business associates and other parties related to as the "SHARES." You have advised the Company that (collectively, “Participants”), as set forth in 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, General Disclosure Package and the Pricing Agreement Final Prospectus (each as hereinafter defined has been executed and delivered. Prior to defined) under the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto heading “Underwriting” (the "PRICING --------------------------- *Plus an option to acquire up to 803,550 additional shares to cover overallotments. AGREEMENT"“Directed Share Program”). The Pricing Firm Securities to be sold by each of Credit Suisse and Xxxxxx Xxxxxxx and its affiliates pursuant to the Directed Share Program, at the direction of the Company, are referred to hereinafter as the “Directed Shares”. Any Directed Shares not orally confirmed for purchase by any Participant by the end of the business day on which this Agreement may take is executed will be offered to the form of an exchange of any standard form of written telecommunication between public by the Company Underwriters as set forth in the General Disclosure Package and the Representatives and shall specify such applicable information as is indicated in Exhibit A heretoFinal Prospectus. The offering Company agrees and confirms that references to “affiliates” 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, Xxxxxx Xxxxxxx that appear in this Agreement shall be deemed understood to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:include Mitsubishi UFJ Xxxxxx Xxxxxxx Securities Co., Ltd.

Introductory. American Medserve Corporation Triton Systems, Inc. a Mississippi corporation (the "COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCKCompany"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 3,750,000 shares of its authorized but unissued Common Stock (the "FIRM SHARESCommon Stock") and certain stockholders of the Company named in Schedule B annexed hereto (the "Firm Selling Stockholders" and, together with the stockholders of the Company named in Schedule C annexed hereto, the "Selling Stockholders") propose to sell an aggregate of 450,000 shares of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by annexed hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who for whom you are acting severally and not jointlyas Representatives. Said aggregate of 4,200,000 shares are herein called the "Firm Common Shares." In addition, the Company proposes Selling Stockholders propose to grant to the Underwriters an option to purchase up to 803,550 630,000 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 option is exercised, the Option Shares, Optional Common Shares are hereinafter collectively referred to as the "SHARESCommon 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 Common 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, or as soon thereafter as in your judgment is advisable. The Company and each of the Pricing Agreement hereinafter defined has been executed and delivered. Prior Selling Stockholders 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 Representatives, 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 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. American Medserve Corporation Public Education, Inc. ("COMPANY") the “Company”), a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares 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 100,000,000 shares, $.01 0.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"“Common Stock”), $.01 par value, of which 5,559,625 17,940,439 shares were outstanding as of such dateSeptember 30, 2008, and no other shares of Common Stock will have been issued as of the First Closing Date hereinafter defined, except for shares of Common Stock issued upon the exercise of stock options outstanding as of September 30, 2008, 1,218 shares of Common Stock issued pursuant to the Company’s director compensation policies or shares of Common Stock issued pursuant to this Agreement. The Company proposes to issue and sell 5,357,000 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 803,550 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativesRepresentative, 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"“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 Representatives 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. American Medserve Corporation CDW Computer Centers, Inc., an Illinois corporation (the "COMPANYCompany") a Delaware corporation), has an authorized capital stock consisting of 1,000,000 5,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 1.00 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue the closing of the offering of shares contemplated by this Agreement no shares will have been issued, and sell 5,357,000 75,000,000 shares of its authorized but unissued Common Stock Stock, $.01 par value (the "FIRM SHARESCommon Stock") ), of which immediately prior to the closing of the offering of shares contemplated by this Agreement 21,524,984 shares will be outstanding. Certain stockholders of the Company propose to sell 632,064 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. 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 803,550 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the Representatives, 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. 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 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. American Medserve Corporation Vesta Insurance Group, Inc. ("COMPANYCompany") ), a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares 5,000,000 shares, $0.01 par value, of Preferred Stock, $.01 par value, none of which no shares were outstanding as of November ___March 31, 1996 2001, and 30,000,000 shares 100,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCKCommon Stock"), $.01 par value, of which 5,559,625 24,864,322 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 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 803,550 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, 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. AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the 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. American Medserve Corporation The stockholders listed in Schedule B hereto (the "COMPANYSelling Stockholders") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock propose severally to sell (the "COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARESU.S. Offering") to the several underwriters named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined "Underwriters") an aggregate of [ - ] outstanding shares (the "UNDERWRITERSU.S. Firm Securities") of the Common Stock, $0.01 par value per share (the "Securities") of Keebler Foods Company, a Delaware corporation (the "Company"), who are acting severally and not jointly. In addition, the Company proposes also propose to grant sell to the Underwriters and the Managers (as defined) an option to purchase up to 803,550 additional shares of Common Stock option, exercisable by Credit Suisse First Boston Corporation ("OPTION SHARESCSFBC"), for an aggregate of not more than [ - ] additional outstanding shares (the "Optional Securities") of the Company's Securities as provided in Section 4 hereofset forth below. The U.S. Firm Shares and, Securities and the Optional Securities that may be sold to the extent such option Underwriters are herein collectively called the "U.S. Securities". It is exercisedunderstood that the Company and the Selling Stockholders are concurrently entering into a Subscription Agreement, dated the date hereof (the "Subscription Agreement"), with Credit Suisse First Boston (Europe) Limited ("CSFBL") and the other managers named therein (together with CSFBL, the Option Shares"Managers"), relating to the concurrent offering and sale (the "International Offering") by the Selling Stockholders of an aggregate of [ - ] Securities (the "International Firm Securities", which together with the Optional Securities that may be sold to the Managers are hereinafter called the "International Securities") outside the United States and Canada. The U.S. Firm Securities and the International Firm Securities are collectively referred to as the "SHARES." You have advised Firm Securities". The U.S. Securities and the Company that International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter Managers have entered into an agreement substantially in Agreement between U.S. Underwriters and Managers which permits them, among other things, to sell the form Offered Securities to each other for purposes 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 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:resale.

Introductory. American Medserve Corporation ("COMPANY") Thermo Xxxxxx Scientific Inc., a Delaware corporationcorporation (the “Company”) and each of X.X. Xxxxxx Securities LLC, has in its capacity as agent for an authorized capital stock consisting affiliate of 1,000,000 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 affiliate of the Barclays Forward Purchaser (as defined below) (in such agency capacity, the “Barclays Forward Seller” and, together with the JPM Forward Seller, the “Forward Sellers”), at the request of the Company in connection with the Forward Sale Agreements (as defined below), confirm their respective agreements with you and each of the several Underwriters listed in Schedule A hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), with respect to (a) subject to Section 10 hereof, the sale by the Forward Sellers and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 25,730,994 shares of Preferred common stock, par value $1.00 per share, of the Company (such common stock the “Common Stock” and such shares of Common Stock, $.01 par valuethe “Borrowed Underwritten Shares”) and (b) the grant by the Forward Sellers or the Company, none as applicable, to the Underwriters, in each case acting severally and not jointly, of which were outstanding as the option described in Section 2 hereof to purchase all or any portion of November ___, 1996 and 30,000,000 an additional 3,859,649 shares of Common Stock ("COMMON STOCK"the “Option Shares”), $.01 par value, . Any Option Shares sold to the Underwriters by the Forward Sellers pursuant to Section 2 hereof upon exercise of which 5,559,625 shares were outstanding the option described in Section 2 hereof are herein referred to as the “Borrowed Option Shares,” and any Option Shares sold to the Underwriters by the Company pursuant to Section 2 hereof upon exercise of such date. option are herein referred to as the “Company Option Shares.” The Borrowed Underwritten Shares and the Company Top-Up Underwritten Shares (as defined in Section 10 hereof) are herein referred to collectively as the “Underwritten Shares.” The Company proposes to issue and sell 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 additionTop-Up Underwritten Shares, the Company proposes Option Shares and the Company Top-Up Option Shares (as defined in Section 10 hereof) are herein referred to grant collectively as the “Company Shares.” The Borrowed Underwritten Shares and the Borrowed Option Shares are herein referred to collectively as the Underwriters an option “Borrowed Shares.” The Underwritten Shares and the Option Shares are herein referred to purchase up to 803,550 additional collectively as the “Shares.” The shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to be outstanding after giving effect 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 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, 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 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:“Stock.”

Introductory. American Medserve Corporation Flextronics International Ltd., a Singapore company (the "COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCKCompany"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares 1,312,500 of its authorized but unissued Common Stock Ordinary Shares S$.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 803,550 196,875 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 Montxxxxxx Xxxurities. 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially or as soon thereafter as 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 Representatives 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. American Medserve Corporation ("COMPANY") Permian Resources Operating, LLC, a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock limited liability company ("COMMON STOCK"the “Company”), $.01 par valueproposes to repurchase (the “Repurchase”) from each of NGP XI US Holdings, of which 5,559,625 shares were outstanding as of such dateL.P. (“NGP XI”), NGP Pearl Holdings II, L.L.C. (“NGP Pearl”) and Luxe Energy, LLC (“Luxe” and, collectively with NGP XI and NGP Pearl, the “Holders”), common units representing limited liability company interests in the Company (“Units”), on the terms and subject to the conditions set forth herein. The Company proposes to issue and sell 5,357,000 shares the Holders agree that the Repurchase contemplated hereby is being effected in lieu of the exercise by the Holders of their redemption rights described in Section 11.01 of the Sixth Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 1, 2022 (the “LLC Agreement”), and the exercise by the Company of its authorized but unissued Common Stock right of Cash Settlement ("FIRM SHARES"as defined in the LLC Agreement) described in Section 11.01 of the LLC Agreement in connection with the offering contemplated by the Underwriting Agreement (as defined below). The parties hereto (including the Corporation (as defined below)) further approve and consent to the transactions contemplated hereby. Concurrently with this Repurchase Agreement (this “Agreement”), Permian Resources Corporation, a Delaware corporation and the managing member of the Company (the “Corporation”), is entering into an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), with the Holders and X.X. Xxxxxx Securities LLC, BofA Securities, Inc. and Truist Securities, Inc., as representatives of the several underwriters listed therein (the “Underwriters”), pursuant to which the Holders have agreed to sell to the several underwriters named in Schedule Underwriters 21,450,000 shares (the “Firm Shares”) of the Corporation’s Class A as it may be amended by Common Stock, par value $0.0001 per share (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Class A Common Stock”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 803,550 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, Holders also agreed to the extent such option is exercised, the Option Shares, are hereinafter collectively referred sell 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. Prior to the purchase and public offering of the Shares by the several Underwriters, at the Company and the Representatives, acting on behalf option of the several Underwriters, shall enter into an agreement substantially in the form aggregate of Exhibit A hereto not more than 3,217,500 additional shares (the "PRICING --------------------------- *Plus an option to acquire up to 803,550 additional shares to cover overallotments. AGREEMENT"). The Pricing Agreement may take “Optional Shares” and, together with the form Firm Shares, the “Offered Shares”) of an exchange of any standard form of written telecommunication between the Company and the Representatives and shall specify such applicable information as is indicated in Exhibit Class 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 AgreementCommon Stock. The Company hereby confirms its agreement agreements with the Underwriters Holders as follows:

Introductory. American Medserve Corporation ("COMPANY") Xxxxxx Xxxxxxxx Home Corporation, a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation ("COMMON STOCK"the “Company”), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 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 hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally “Underwriters”) to issue and not jointly. In addition, the Company proposes to grant sell to the several Underwriters an option to purchase up to 803,550 additional 23,810,000 shares of Common Stock its Class A common stock, par value $[—] per share ("OPTION SHARES") as provided in Section 4 hereofthe “Securities”). The Firm Shares and, to the extent such option is exercised, the Option Shares, Such 23,810,000 shares of Securities are hereinafter collectively referred to as the "SHARES." You have advised “Firm Securities”. The Company also agrees to sell to the Company that Underwriters, at 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 Underwriters, an aggregate of not more than 3,571,000 additional shares of Securities (such additional shares of Securities, being hereinafter referred to becomes effectiveas the “Optional Securities”), if it has not yet become effective, as set forth below. The Firm Securities and the Pricing Agreement hereinafter defined has been executed and deliveredOptional Securities are herein collectively called the “Offered Securities”. Prior to to, or contemporaneous with, the purchase and public offering consummation of the Shares by the several Underwriters, the Company and the Representatives, 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 Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed contemplated by this Agreement, as supplemented by the Pricing AgreementCompany will, through a series of transactions, indirectly acquire partnership interests in TMM Holdings Limited Partnership (“TMM Holdings”) with the net cash proceeds received in said offering and indirectly acquire control over the sole general partner of TMM Holdings. From and after Immediately prior to the date consummation of said offering, the existing holders of limited partnership interests in TMM Holdings will indirectly contribute their limited partnership interests in TMM Holdings to TMM Holdings II Limited Partnership, a new limited partnership formed under the laws of the execution Cayman Islands (“New TMM Holdings”), such that TMM Holdings and delivery the general partner of TMM Holdings will become wholly owned subsidiaries of New TMM Holdings. In connection with these transactions, TPG TMM Holdings II, L.P. and OCM TMM Holdings II, L.P., which will be the entities through which the existing limited partners of TMM Holdings will indirectly continue to hold their equity investment in TMM Holdings, will receive shares of Class B common stock of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing AgreementCompany. The Company hereby confirms its agreement with transactions set forth in this paragraph and described in further detail in the Underwriters General Disclosure Package (as follows:defined below), are referred to collectively as the “Reorganization”.

Introductory. Xxxxx Solar Limited, an exempted company limited by shares under the laws of the Cayman Islands (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) for whom you are acting as representatives (you, in such capacity, the “Representatives”) to (i) issue and sell to the several Underwriters up to 2,504,000 American Medserve Corporation Depositary Shares ("COMPANY"“ADSs” and each an “ADS”), each representing fifty ordinary shares, par value $0.00001 per share, of the Company (“Shares”) (such ADSs are hereinafter referred to as “Firm Primary Securities”), and (ii) issue and lend to Deutsche Bank AG, London Branch, Barclays Bank PLC and Credit Suisse International (each in its capacity as a Delaware corporationborrower, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stockthe “Borrower,” and together, $.01 par valuethe “Borrowers”), none of which were outstanding pursuant to and upon the terms set forth in the ADS lending agreements (the “ADS Lending Agreements”), each dated as of November ___September 30, 1996 2014, between the Company and 30,000,000 shares each of Common Stock the Borrowers, up to the Maximum Number of ADSs ("COMMON STOCK"as such term is defined in the ADS Lending Agreements, the “Borrowed Securities”), $.01 par value, such Maximum Number of which 5,559,625 shares were outstanding ADSs being 7,829,785 as of such datethe date hereof. The Company also proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A Underwriters, at the option of the Underwriters, an aggregate of not more than 1,125,000 additional ADSs 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 803,550 additional shares of Common Stock ("OPTION SHARES") as provided described in Section 4 hereof3 hereof (the “Optional Primary Securities”). The Firm Shares and, to Primary Securities and the extent such option is exercised, Optional Primary Securities are hereinafter collectively called the Option Shares, “Primary Securities,” and the Primary Securities and the Borrowed Securities are hereinafter collectively referred to as the "SHARES." You have advised “Offered Securities”. The Shares to be represented by the Company that Offered Securities are to be deposited pursuant to a deposit agreement, dated as of December 18, 2006, as amended and restated on December 2, 2008 (the Underwriters propose to make a public offering “Deposit Agreement”), among the Company, The Bank of their respective portions of New York Mellon, as depositary (the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective“Depositary”), and the Pricing owners and beneficial owners from time to time of the American Depositary Receipts (“ADRs”) to be issued under the Deposit Agreement hereinafter defined has been executed and deliveredevidencing the Offered Securities. Prior to Concurrently with the purchase issuance and public offering of the Shares by the several UnderwritersOffered Securities, the Company is offering US$100,000,000 principal amount of its 4.0% Convertible Senior Notes due 2019 (the “Notes”) convertible into ADSs in reliance on the exemption from registration provided by Rule 144A under the Act (as defined below) and Regulation S under the RepresentativesAct. Deutsche Bank Securities Inc., Barclays Capital Inc. and Credit Suisse Securities (USA) LLC are acting on behalf as initial purchasers (collectively the “Initial Purchasers”) in the concurrent offering of the several Underwriters, shall enter into an agreement substantially in Notes. The Company has granted the form of Exhibit A hereto (the "PRICING --------------------------- *Plus Initial Purchasers an option to acquire purchase up to 803,550 an additional shares to cover overallotments. AGREEMENT")US$15,000,000 aggregate principal amount of Notes. The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares Initial Purchasers 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 entering into a purchase agreement with the Underwriters as follows:respect to such concurrent offering.

Introductory. American Medserve Corporation Midwest Banc Holdings, Inc. ("COMPANYCompany") ), a Delaware corporation, has an authorized capital stock consisting of 17,000,000 shares of Common Stock, $.01 par value ("Common Stock"), of which 10,015,898 shares were outstanding as of __________, 1998 and 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November __________, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date1998. The Company proposes to issue and sell 5,357,000 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 803,550 165,000 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 Underwriters shall use their best efforts to 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 sold to institutional investors shall not exceed 25% of the offering without the prior written consent of the Company. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and you, as the RepresentativesRepresentative, 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. 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 Representatives 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. American Medserve Corporation ("COMPANY") WageWorks, Inc., a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation ("COMMON STOCK"“Company”), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell 5,357,000 to the several Underwriters [—] shares of its authorized but unissued Common Stock Stock, par value $0.001 per share ("FIRM SHARES"“Securities”) and the stockholders and warrantholders listed in Schedule B hereto (“Selling Stockholders”) agree severally and not jointly with the Underwriters to sell to the several underwriters named in Schedule A as it may Underwriters an aggregate of [—] outstanding shares of the Securities (such shares of Securities to be amended sold by the Pricing Agreement Company and the Selling Stockholders being 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 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 “Firm Securities”) and warrants (the Company that “Firm Warrants”) for the Underwriters propose to make a public offering purchase of their respective portions an aggregate of [—] shares (the “Firm Warrant Shares”) of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effectiveSecurities, and [certain of] the Pricing Agreement hereinafter defined has been executed Selling Stockholders also agree severally and delivered. Prior not jointly to sell to the purchase and public offering Underwriters, at the option of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf an aggregate of not more than [—] additional outstanding shares (“Optional Securities”) of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto Company’s Securities and warrants (the "PRICING --------------------------- *Plus an option to acquire “Optional Warrants”) for the purchase of up to 803,550 [—] additional shares to cover overallotments. AGREEMENT")(the “Optional Warrant Shares”) of the Securities, as set forth below. The Pricing Agreement may take Firm Securities, Firm Warrant Shares, Optional Securities and Optional Warrant Shares are herein collectively called the form of an exchange of any standard form of written telecommunication between the Company and the 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:“Offered Securities”.

Introductory. American Medserve Corporation Deerfield Triarc Capital Corp., a Maryland corporation ("COMPANY"“Company”) a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 [ ] shares of its authorized but unissued Common Stock common stock, par value $0.001 per share ("FIRM SHARES"“Securities”) and the stockholders listed in Schedule A hereto (“Selling Stockholders”) propose severally to sell an aggregate of [ ] outstanding shares of the Securities (such [ ] shares of Securities being hereinafter referred to as the “Firm Securities”) to Credit Suisse First Boston LLC (“CSFB”), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“ML”), UBS Securities LLC (“UBS”), Deutsche Bank Securities, Inc. (“DB”), and each of the several other underwriters named in Schedule A as it may be amended by B hereto (collectively, the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who for whom CSFB, ML, UBS and DB are acting severally and not jointly. In additionas representatives, (in such capacity, the “Representatives”). The Company also proposes to grant sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 803,550 aggregate of not more than [ ] additional shares of Common Stock its Securities, as set forth below ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are [ ] additional shares 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 hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, 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"“Optional Securities”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Firm Securities and the Representatives Optional Securities are herein collectively called the “Offered Securities.” The Company, Deerfield Capital Management LLC (the “Manager”) 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 Stockholders hereby confirms its agreement agree with the several Underwriters named in Schedule B hereto (“Underwriters”) as follows:

Introductory. American Medserve Periphonics Corporation ("COMPANYCompany") ), a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stockshares, $.01 par value, of Preferred Stock ("Preferred Stock"), none of which were outstanding as of November of______________, 1996 1996, and 30,000,000 shares of Common Stock ("COMMON STOCK")15,000,000 shares, $.01 par value, of Common Stock ("Common Stock"), of which 5,559,625 ___________ shares were outstanding as of such date. The Company proposes Certain stockholders of the Company, acting severally and not jointly (collectively referred to issue as the "Selling Stockholders" and named in Schedule B) propose to sell 5,357,000 1,100,000 shares of its authorized but unissued the Company's issued and outstanding Common Stock (hereinafter refereed to as the "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 803,550 165,000 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the Representatives, 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. 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 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. American Medserve Corporation Pursuant to the terms and conditions of this Underwriting Agreement ("COMPANY") this “Agreement”), Xxxxxxx Minerals, Inc., a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation ("COMMON STOCK"the “Company”), $.01 par valueagrees with Credit Suisse Securities (USA) LLC and Xxxxxxx Xxxxx & Co. LLC, as representatives (the “Representatives”) of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 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 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 803,550 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 Xxxxxxx Minerals Holdings, LLC, a Delaware limited liability company (“Xxxxxxx LLC”), pursuant to the First Amended and Restated Limited Liability Company Agreement of Xxxxxxx 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, 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"as a “Redemption Transaction”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the 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. American Medserve Corporation Xxxxxxx Purina Company, a Missouri corporation (the ------------ "COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCKCompany"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares to you (the "Underwriters"), an aggregate amount of 6,781,000 SAILS (Stock Appreciation Income Linked Securities) consisting of its authorized but unissued Common Stock 7% Exchangeable Notes Due 2000, which are registered under the registration statement referred to in Section 3(a) (referred to herein as the "FIRM SHARESSAILS") ), in such amounts to each of the several underwriters named Underwriters as set forth in Schedule A hereto. The SAILS will be issued under an Indenture, dated as it may be amended by of May 26, 1995, between the Pricing Agreement hereinafter defined Company and The First National Bank of Chicago, as trustee ("UNDERWRITERSTrustee"), who are acting severally as supplemented by a First Supplemental Indenture, dated as of July 29, 1997, between the Company and not jointlythe Trustee (as supplemented from time to time, the "Indenture"). In addition, the Company proposes to grant to Underwriters will have the Underwriters an option to purchase from the Company up to 803,550 an additional shares of Common Stock 968,000 SAILS (the "OPTION SHARESOption SAILS") as provided in Section 4 hereof). The Firm Shares and, to the extent such option is exercised, SAILS and the Option SharesSAILS, if purchased, are hereinafter collectively referred to as the "SHARESSAILS." You have advised In connection with the Company that foregoing Interstate Bakeries Corporation, a Delaware corporation ("IBC"), has filed with 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 delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto Exchange Commission (the "PRICING --------------------------- *Plus Commission") a Form S-3 registration statement with respect to 6,781,000 shares (the "IBC Firm Shares") of common stock of IBC, par value $.01 per share ("IBC Common Stock"), plus an additional 968,000 shares of IBC Common Stock (the "IBC Option Shares") to the extent the Underwriters exercise their over-allotment option with respect to acquire up the SAILS, for sale by the Company as a selling stockholder (to 803,550 additional shares the extent it shall so elect to cover overallotments. AGREEMENT"deliver IBC Common Stock to holders of the SAILS at maturity thereof pursuant to the terms of the SAILS), which registration statement is referred to in Section 2(a). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company IBC Firm Shares and the Representatives and shall specify such applicable information IBC Option Shares, if the Options SAILS are purchased, are hereinafter collectively referred to 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:"IBC Shares."

Introductory. American Medserve Corporation Xxxxxxxx.xxx Limited, a Cayman Islands company ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"the “Company”), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A Underwriters, for whom you are acting as it may be amended by representatives (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Representatives”), who are acting severally an aggregate of 3,750,000 American Depository Shares (“ADSs”), each ADS representing two class A ordinary shares, par value US$0.01 per share (the “Ordinary Shares”), of the Company, and not jointly. In additionXxxx.xxx (Game) Limited (the “Selling Shareholder”), the Company a Cayman Islands company and a wholly owned subsidiary of Xxxx.xxx Inc. (“Sohu”), proposes to grant sell to the Underwriters an aggregate of 3,750,000 ADSs. The 7,500,000 ADSs to be sold by the Company and the Selling Shareholder are herein called the “Firm Securities.” The Selling Shareholder also proposes to sell to the Underwriters, at the option to purchase up to 803,550 of the Underwriters, an aggregate of not more than 1,125,000 additional shares of Common Stock ADSs ("OPTION SHARES") as provided in Section 4 hereofthe “Optional Securities”). The Firm Shares andSecurities and the Optional Securities are herein collectively called the “Offered Securities.” Schedule B attached hereto lists the number of Firm Securities and maximum number of Optional Securities to be sold by the Company and the Selling Shareholder. Unless the context otherwise requires, each reference to the extent such option is exercisedFirm Securities, the Option Shares, are Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (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, “Firm Shares,” “Optional Shares” and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, 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"“Offered Shares”). The Pricing Agreement may take ADSs purchased by the form Underwriters pursuant to this agreement will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be entered into among the Company, The Bank of an exchange of any standard form of written telecommunication between New York Mellon, as depositary (the Company “Depositary”), and the Representatives owners and shall specify such applicable information as is indicated in Exhibit A hereto. The offering beneficial owners from time to time 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. American Medserve Corporation Made2Manage Systems, Inc., an Indiana corporation (the "COMPANYCompany") a Delaware corporation), has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock10,000,000 shares, $.01 no par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCKCommon Stock")) and 3,662,111 shares, $.01 no par value, of Preferred Stock, of which 5,559,625 1,479,824 shares were outstanding as of such dateOctober 15, 1997. The Company proposes Company, and the persons named in Schedule II (the "Primary Selling Shareholders"), propose to issue and sell 5,357,000 2,250,000 shares of its authorized but unissued Common Stock (the "FIRM SHARESFirm Shares") of Common Stock, of which 2,050,000 shares are to be issued and sold by the Company and 200,000 shares are to 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 803,550 337,500 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the The Company and the Representatives, 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 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 Selling Shareholders hereby confirms its confirm their agreement with the Underwriters as follows:

Introductory. American Medserve Corporation Xxxxxxx Xxxxxxx Xxxxxxx, Xxx., x Xxxxxxre corporation (the "COMPANYCompany") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares sell, pursuant to the terms of its authorized but unissued Common Stock ("FIRM SHARES") this Agreement, 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 are acting severally and not jointlyan aggregate of 3,400,000 shares of Common Stock, $0.0001 par value (the "Common Stock") of the Company. In addition, The aggregate of 3,400,000 shares so proposed to be sold is hereinafter referred to as the Company proposes "Firm Stock". The selling stockholders named in Schedule B hereto (the "Selling Stockholders") propose to grant sell to the Underwriters an option Underwriters, upon the terms and subject to purchase the conditions set forth in Section 3 hereof, up to 803,550 an additional 510,000 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 "SHARES." You have advised the Stock". SG Cowen Securities Corporation ("SG Cowen"), William Blair & Company that the Underwriters propose to make a public offering of their respective portions xxx Xxxxas Weisel Partners LLC are xxxxxx as rxxxxxxxxxxxxxs of the Shares as soon as you deem advisable after the registration statement severax Xxxxrxxxxxxs and in such capacity are hereinafter referred to becomes effective, if it has not yet become effective, and as the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering "Representatives." As part of the Shares offering contemplated by the several Underwritersthis Agreement, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto Thomas Weisel Partners LLC (the "PRICING --------------------------- *Plus an option to acquire Designated Underwriter") has agreed tx xxxxrxx xxx of the Firm Stock purchased by it under this Agreement, up to 803,550 additional shares 170,000 shares, for sale to cover overallotments. AGREEMENTthe Company's customers and business partners and friends of the Company's officers, directors and employees (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Pricing Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement may take at the form of an exchange of any standard form of written telecommunication between public offering price. Any Directed Shares not subscribed for by the Company and the Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering end of the Shares business day on which this Agreement is executed will be governed offered to the public 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:set forth in the Prospectus.

Introductory. American Medserve Rental Service Corporation ("COMPANYCompany") a Delaware corporation, has will have, as of the First Closing Date hereinafter defined, an authorized capital stock consisting of 1,000,000 350,000 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, none of which no shares were outstanding as of November _________, 1996 1997 and 30,000,000 shares of Common Stock ("COMMON STOCK")20,000,000 shares, $.01 par value, of Common Stock ("Common Stock"), of which 5,559,625 _________ shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 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 803,550 600,000 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the Representatives, 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. 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 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. American Medserve Corporation FirstMerit Corporation, a bank holding company registered under the Bank Holding Company Act of 1956, as amended ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"the “BHCA”), $.01 and an Ohio corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters 16,578,947 shares (“Firm Securities”) of its common stock, no par valuevalue (“Common Stock”), of which 5,559,625 shares were outstanding as of such date. The Company and also proposes to issue and sell 5,357,000 to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,486,842 additional shares (“Optional Securities”) 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 803,550 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 “Shares”. On May 14, 2010, prior 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. Prior to the purchase and public offering of the Shares by contemplated hereby and the several Underwritersexecution of this Agreement, the Company and the RepresentativesCompany, acting on behalf through its subsidiary FirstMerit Bank, National Association (“FirstMerit Bank”), assumed substantially all of the several Underwritersdeposits and certain identified liabilities and acquired certain assets of Midwest Bank and Trust Company, shall enter into an Illinois state-chartered bank and a wholly-owned subsidiary of Midwest Banc Holdings, Inc., from the Federal Deposit Insurance Corporation (“FDIC”), as receiver, in accordance with the terms of a purchase and assumption agreement substantially dated May 14, 2010 (the “Purchase and Assumption Agreement”) as described in the form of Exhibit A hereto Preliminary Prospectus Supplement (as defined below) under the "PRICING --------------------------- *Plus an option to acquire up to 803,550 additional shares to cover overallotments. AGREEMENT"heading “Prospectus Supplement Summary—Recent Developments” (collectively, the “Acquisition”). The Pricing Agreement may take Purchase and Assumption Agreement, the form of an exchange of any standard form of written telecommunication between the Company FirstMerit Bank Cash-Settled Value Appreciation Instrument dated May 14, 2010 and the Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of Escrow Agreement dated May 14, 2010 are herein collectively called the Shares will be governed by this “Acquisition 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. American Medserve Corporation ("COMPANY") UAP Holding Corp., a Delaware corporationcorporation (the “Company”), has proposes, subject to the terms and conditions contained herein, to issue and/or sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an authorized capital stock consisting aggregate of 1,000,000 3,125,000 shares of Preferred Stockthe Company’s common stock, $.01 0.001 par valuevalue per share (the “Common Stock”). The stockholders of the Company listed on Schedule II hereto (collectively, none the “Selling Stockholders”) propose to sell to you and the other Underwriters an aggregate of which were outstanding as 20,312,500 shares of November ___, 1996 and 30,000,000 Common Stock. The aggregate of 23,437,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 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 sold by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who Company and the Selling Stockholders are acting severally and not jointly. In addition, herein referred to as “Firm Shares.” Certain of the Company proposes Selling Stockholders propose to grant to you and the other Underwriters an option to purchase up to 803,550 3,515,625 additional Shares (the “Optional Shares”) for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Optional Shares are collectively referred to herein as the “Shares.” The term “subsidiary” as used in this Agreement shall mean any entity in which the Company will have a majority ownership interest, whether directly or indirectly, after the consummation of the transactions contemplated hereby. As part of the offering contemplated by this Agreement, Credit Suisse First Boston LLC (the “Designated Underwriter”) has agreed to reserve out of the Firm Shares purchased by it under this Agreement, up to 1,171,875 shares of Common Stock, for sale to certain of the Company’s full-time employees, except for officers and directors of the Company (collectively, “Participants”), as set forth in the Prospectus (as defined below) under the heading “Underwriting” (the “Directed Share Program”). The shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to be sold by the Designated Underwriter pursuant to the extent such option is exercised, Directed Share Program (the Option “Directed Shares, are hereinafter collectively referred ”) will be sold by the Designated Underwriter pursuant to as this Agreement at the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions price. Any Directed Shares not subscribed for by the end 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 business day on which this Agreement hereinafter defined has been is executed and delivered. Prior will be offered to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, 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 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:set forth in the Prospectus.

Introductory. American Medserve Corporation TFI TAB GIDA YATIRIMLARI A.Ş., a company incorporated under the laws of the Republic of Turkey ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"the “Company”), $.01 par valueagrees with the several Underwriters named in Schedule B hereto (the “Underwriters”), of which 5,559,625 shares were outstanding for whom Xxxxxx Xxxxxxx & Co. LLC, Credit Suisse Securities (USA) LLC and Xxxxxxx Xxxxx & Co. LLC are acting as of representatives (in such date. The Company proposes capacity, the “Representatives”) to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named Underwriters an aggregate of 4,500,000 American Depositary Shares (“ADSs”), each ADS representing twelve (12) ordinary shares of the Company, par value TL 1.00 per share (“Ordinary Shares”), and each of the shareholders listed in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS")“Selling Shareholders”) agrees, who are acting severally and not jointly. In addition, with the Underwriters to sell to the several Underwriters that certain number of ADSs set forth opposite its name on Schedule A (the aggregate of 17,500,000 ADSs to be issued and/or sold by the Company proposes to grant to and the Underwriters an option to purchase up to 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 Selling Shareholders being hereinafter collectively referred to as the "SHARES." You have advised “Firm Securities”). The Selling Shareholders also agree 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 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. Prior to the purchase and public offering of the Shares by the several Underwriters, an aggregate of not more than 3,300,000 additional ADSs (“Optional Securities”). Schedule A attached hereto sets forth the number of Firm Securities and Optional Securities to be issued and/or sold by each of the Company and the Representativesseveral Selling Shareholders. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. The ADSs being purchased by the Underwriters will be issued pursuant to a Deposit Agreement to be dated as of [ · ], acting on behalf 2018 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as Depositary (the “Depositary”), and all owners and beneficial owners from time to time 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 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:ADSs.

Introductory. American Medserve Corporation ("COMPANY") ONSALE, Inc., a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation (the ------------ "COMMON STOCKCompany"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may (the "Underwriters") an aggregate of 1,709,300 shares of its Common Stock, par value $0.001 per share (the "Common Stock"); the stockholder of the Company named in Schedule B (the "Significant Selling Stockholder") and ---------- certain other stockholders of the Company named in Schedule C (the Other Selling ---------- Stockholders," and, together with the Significant Selling Stockholder, the "Selling Stockholders") severally propose to sell to the Underwriters an aggregate of 590,700 shares of Common Stock. The 1,709,300 shares of Common Stock to be amended sold by the Pricing Agreement hereinafter defined (Company and the 590,700 shares of Common Stock to be sold by the Selling Stockholders are collectively called the "UNDERWRITERS"), who are acting severally and not jointly. Firm Common Shares." In addition, the Company proposes to grant has granted to the Underwriters an option to purchase up to 803,550 an additional 170,700 shares of Common Stock ("OPTION SHARES") and two of the Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional 174,300 shares of Common Stock, each such Selling Stockholder selling up to an amount set forth opposite such Selling Stockholder's name in Schedule B, all as provided in Section 4 hereof2. The additional 170,700 shares to be sold by the Company and the additional 174,300 shares to be sold by two of the Selling Stockholders pursuant to such option are collectively called the "Optional Common Shares." The Firm Common Shares and, if and to the extent such option is exercised, the Option Shares, Optional Common Shares are hereinafter collectively referred to as called the "SHARESCommon Shares." You NationsBanc Xxxxxxxxxx Securities, Inc. ("Xxxxxxxxxx Securities"), BT Alex. Xxxxx Incorporated, Xxxxxxxxx & Xxxxx LLC and BancAmerica Xxxxxxxxx Xxxxxxxx have advised the Company that the Underwriters propose agreed to make a public offering of their respective portions of the Shares act 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf representatives of the several UnderwritersUnderwriters (in such capacity, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING --------------------------- *Representatives") in connection with the offering and sale of the Common Shares. -------------- /1/ 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 purchase from the Company and the Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering certain Selling Stockholders up to 345,000 additional shares of the Shares will be governed by this AgreementCommon Stock to cover over- allotments, 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 Agreementif any. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their respective agreements with the Underwriters as follows:

Introductory. American Medserve Corporation Jupai Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"the “Company”), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 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 A-1 hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who for whom you are acting as the representative (the “Representative”), to issue and sell to the several Underwriters an aggregate of 4,400,000 American depositary shares (“ADSs”), each ADS representing six ordinary shares of the Company of par value $0.0005 per share (“Ordinary Shares”), and each person listed in Schedule A-2 annexed hereto other than the Company (each a “Selling Shareholder”, and collectively, the “Selling Shareholders”), severally and not jointly. In addition, agrees with the Company proposes Underwriters to grant sell to the Underwriters an option that certain number of ADSs set forth opposite its name on Schedule A-2 (the aggregate of 1,466,000 ADSs to purchase up to 803,550 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to be issued and/or sold by the extent such option is exercised, Company and the Option Shares, are Selling Shareholders being hereinafter collectively referred to as the "SHARES." You have advised “Firm Securities”). The Company also agrees to issue and sell to the Company that Underwriters, at 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. Prior to the purchase and public offering of the Shares by the several Underwriters, an aggregate of not more than 879,900 additional ADSs (the “Optional Securities”). Schedule A-2 attached hereto sets forth the number of Firm Securities and Optional Securities to be issued and/or sold by each of the Company and the Representatives, acting on behalf Selling Shareholders. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part 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 Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed contemplated by this Agreement, as supplemented Credit Suisse Securities (USA) LLC (the “Designated Underwriter”) has agreed to reserve out of the Firm Securities being purchased by the Pricing AgreementUnderwriters under this Agreement up to 469,280 ADSs for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, the “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). From and after The Firm Securities to be sold by the date Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the execution and delivery of the Pricing Agreement, business day on which this Agreement shall is executed will be deemed offered to incorporate the Pricing Agreement. The Company hereby confirms its agreement with public by the Underwriters as follows:set forth in the Final Prospectus. The ADSs being purchased by the Underwriters will be issued pursuant to a deposit agreement dated as of [·], 2015 (the “Deposit Agreement”), entered into among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all owners and beneficial owners from time to time of the ADSs.

Introductory. American Medserve Corporation Mindray Medical International Limited, an exempted company incorporated in the Cayman Islands ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"the “Company”), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 to Xxxxxxxxx & Company, Inc. (the “Underwriter”) an aggregate of 4,000,000 American depositary shares of its authorized but unissued Common Stock ("FIRM SHARES"the “ADSs”) representing 4,000,000 Class A ordinary shares, par value HK$0.001 per share (the “Ordinary Shares”). The 4,000,000 ADSs representing 4,000,000 Ordinary Shares to the several underwriters named in Schedule A as it may be amended sold by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who Company are acting severally and not jointly. collectively called the “Firm ADSs.” In addition, the Company proposes to grant has granted to the Underwriters Underwriter an option to purchase up to 803,550 an additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof600,000 ADSs representing 600,000 Ordinary Shares. The additional 600,000 ADSs representing 600,000 Ordinary Shares to be sold by the Company collectively called the “Optional ADSs.” The Firm Shares ADSs and, if and to the extent such option is exercised, the Option Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares, ,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and the Optional Shares are hereinafter collectively referred called the “Offered Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Offered Shares. The Offered ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of September 29, 2006, among the "SHARES." You have advised Company, The Bank of New York Mellon, as depositary (the Company that the Underwriters propose “Depositary”), and holders from time to make a public offering of their respective portions time of the Shares as soon as you deem advisable after American Depositary Receipts (the registration statement hereinafter referred “ADRs”) issued by the Depositary and evidencing the Offered ADSs. Each ADS will initially represent the right to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior receive one Ordinary Share deposited pursuant to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, 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 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 Deposit Agreement. The Company hereby confirms its agreement has prepared and filed with the Underwriters Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form F-3 (File No. 333-165169), and has prepared a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered ADSs. Such registration statement, as follows:amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents

Introductory. American Medserve Corporation Independence Energy Aggregator L.P. ("COMPANY") the “Selling Stockholder”), as a stockholder of Crescent Energy Company, a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation ("COMMON STOCK"“Company”), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 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 803,550 aggregate of not more than 750,000 additional shares of Class A Common Stock of the Company ("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 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 “Redemption Transaction” and any such Shares as soon as you deem advisable after the registration statement 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”). Prior In order to exercise their redemption right pursuant to the purchase and public offering terms of the Shares by OpCo LLC Agreement, the several Underwriters, Selling Stockholder shall deliver a Redemption Notice (as defined in the OpCo LLC Agreement) to the Company and OpCo prior to the Representatives, 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 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:Closing Date.

Introductory. American Medserve Corporation Xenon Pharmaceuticals Inc., a corporation continued under the federal laws of Canada ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"the “Company”), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may (the “Underwriters”) (i) an aggregate of 8,461,542 common shares in the capital of the Company (the “Shares”) and (ii) pre-funded warrants of the Company to purchase an aggregate of 769,230 Shares (the “Pre-Funded Warrants”). The 8,461,542 Shares to be amended sold by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who Company are acting severally called the “Firm Shares” and not jointly. together with the Pre-Funded Warrants are referred to herein as the “Firm Securities.” In addition, the Company proposes to grant has granted to the Underwriters an option to purchase up to 803,550 an additional shares of Common Stock ("OPTION SHARES") 1,384,615 Shares as provided in Section 4 hereof2. The additional 1,384,615 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Optional Shares are collectively called the “Offered Shares, ” and together with the Pre-Funded Warrants are hereinafter collectively referred to herein as the "SHARES“Offered Securities." You ” X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxxxxxx LLC (“Jefferies”), BofA Securities, Inc. (“BofA Securities”), Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and RBC Capital Markets, LLC have advised the Company that the Underwriters propose agreed to make a public offering of their respective portions act as representatives of the Shares several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Securities. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as soon used herein shall mean you, as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effectiveUnderwriter, and the Pricing Agreement hereinafter defined has been executed and deliveredterm “Underwriters” shall mean either the singular or the plural, as the context requires. Prior to As used herein, “Warrant Shares” means the purchase and public offering Shares issuable upon exercise of the Shares by the several Underwriters, the Company and the Representatives, 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 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:Pre-Funded Warrants.

Introductory. American Medserve Corporation ("COMPANY") Xxxxxxx Technologies, Inc., a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation ("COMMON STOCK"the “Company”), $.01 par valueagrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”), of which 5,559,625 shares were outstanding for whom Credit Suisse is acting as of such date. The Company proposes representative, subject to the terms and conditions stated herein, to issue and sell 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 Purchasers U.S.$50,000,000 principal amount of its 3.75% Convertible Senior Notes due 2016 (the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally “Firm Securities”) and not jointly. In addition, the Company also proposes to grant to the Underwriters Purchasers an option option, exercisable from time to time by Credit Suisse Securities (USA) LLC to purchase an aggregate of up to 803,550 an additional shares $10,000,000 principal amount (“Optional Securities”) of Common Stock ("OPTION SHARES") its 3.75% Convertible Senior Notes due 2016, each to be issued under an indenture, dated 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto First Closing Date (the "PRICING --------------------------- *Plus an option to acquire up to 803,550 additional shares to cover overallotments. AGREEMENT"“Indenture”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication , between the Company and the Representatives and shall specify such applicable information The Bank of New York Mellon Trust Company, N.A., as is indicated in Exhibit A heretoTrustee. The offering Firm Securities and the Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities”. The Offered Securities are convertible into shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Shares will be governed by Company, subject to certain conditions described in the Indenture. Concurrently with this Agreement, as supplemented by the Pricing Agreement. From Company is entering into a convertible note hedge transaction and after a warrant transaction, each with an affiliate of Credit Suisse, and each pursuant to a confirmation letter dated the date of hereof (collectively, the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement“Hedge Transaction Agreements”). The Company hereby confirms its agreement agrees with the Underwriters Purchasers as follows:

Introductory. American Medserve Corporation Compagnie Generale d'Industrie et de ------------ Participations, a societe anonyme organized under the laws of the Republic of France ("COMPANYCGIP"), and Sofiservice, a societe anonyme organized under the laws of the Republic of France and a wholly owned subsidiary of CGIP ("Sofiservice" and, together with CGIP, the "Selling Stockholders"), propose to sell to Lazard Freres & Co. LLC, CS First Boston Corporation and Salomon Brothers Inc (the "Underwriters") a Delaware corporation, has an authorized capital stock consisting aggregate of 1,000,000 3,000,000 shares (the "Firm Shares") of Convertible Preferred Stock, par value $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock 41.8875 per share (the "COMMON STOCKConvertible Preferred Stock"), $.01 par valueof Crown Cork & Seal Company, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock Inc. (the "FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSCompany"), who are acting severally and not jointlyeach Selling Stockholder selling the amount set forth opposite such Selling Stockholder's name in Schedule II hereto. In addition, the Company proposes The Selling Stockholders also propose to grant sell to the Underwriters an option to purchase up to 803,550 additional shares of Common Stock ("OPTION SHARES") as provided Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional 450,000 shares of Convertible Preferred Stock (the "Additional Shares"), each Selling Stockholder selling the amount set forth opposite such Selling Stockholder's name in Schedule II hereto. The Firm Shares and, to and the extent such option is exercised, the Option Shares, Additional Shares are hereinafter sometimes collectively referred to as the "SHARES." You have advised the Company Shares". It is understood 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf of Selling Stockholders are concurrently entering into underwriting agreements dated the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto date hereof (the "PRICING --------------------------- *Plus U.S. Common Stock Underwriting Agreement" and the "International Common Stock Underwriting Agreement") in which the Selling Stockholders propose to sell to the several Underwriters named therein (the "U.S. Common Stock Underwriters" and the "International Common Stock Underwriters") an option aggregate of 9,250,000 shares (the "Common Firm Shares") of the Company's Common Stock, par value $5.00 per share (the "Common Stock"). In addition, CGIP has agreed to acquire sell to the U.S. Common Stock Underwriters, upon the terms and conditions set forth in the U.S. Common Stock Underwriting Agreement, up to 803,550 an additional 1,387,500 shares to cover overallotments. AGREEMENTof Common Stock (the "Common Additional Shares" and, collectively with the Common Firm Shares, the "Common Shares"). The Pricing respective closings under this Agreement, the U.S. Common Stock Underwriting Agreement may take and the form of an exchange of any standard form of written telecommunication between the International Common Stock Underwriting Agreement are not conditional on one another. The Company and the 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 Selling Stockholders hereby confirms its agreement agree with the Underwriters as follows:follows (it being understood and agreed that the obligations set forth herein are several in nature, unless expressly stated to the contrary):

Introductory. American Medserve Corporation ("COMPANY") Barnxxx Xxx., a Delaware corporationcorporation (the "Company"), has an authorized capital stock consisting of 1,000,000 10,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 0.10 par value, of which 5,559,625 immediately prior to the closing of the offering of the shares were outstanding as contemplated by this Agreement 1,271,000 shares of such dateSeries 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 (the "Common Stock"), of which immediately prior to the closing of the offering of shares contemplated by this Agreement 14,398,000 shares will be outstanding. The Company proposes to issue and sell 5,357,000 500,000 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 803,550 150,000 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholder, Waxman Industries and the Representatives, 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. 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 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. American Medserve Corporation Blackstone Capital Partners II Merchant Banking Fund L.P. ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCKBCP"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock Blackstone Offshore Capital Partners II L.P. ("FIRM SHARESBOCP") and Blackstone Family Investment Partnership II L.P. ("BFIP", and together with BCP and BOCP, the "Selling Stockholders") propose severally to sell (the "International Offering") to the several underwriters managers named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERSManagers"), who are acting an aggregate of 1,280,000 outstanding shares (the "International Firm Securities") of the Common Stock, $0.01 par value per share (the "Securities"), of UCAR International Inc., a Delaware corporation ("UCAR"). The Selling Stockholders also propose severally and not jointly. In addition, the Company proposes to grant sell to the Managers, at the option of the Underwriters (as defined below) and the Managers, an option to purchase up to 803,550 aggregate of not more than 660,958 additional shares of Common Stock outstanding Securities (the "OPTION SHARESOptional Securities") as provided in Section 4 hereofset forth below. The International Firm Shares and, Securities and the Optional Securities that may be sold to the extent such option Managers (the "International Optional Securities") are herein collectively called the "International Securities". It is exercisedunderstood that UCAR and the Selling Stockholders are concurrently entering into an Underwriting Agreement, dated the date hereof (the "Underwriting Agreement"), with Credit Suisse First Boston Corporation ("CSFBC") and the other United States underwriters listed in Schedule A thereto (together with CSFBC, the Option Shares"U.S. Underwriters") relating to the concurrent offering and sale (the "U.S. Offering") by the Selling Stockholders of an aggregate of 5,120,000 Securities (the "U.S. Firm Securities", which together with the Optional Securities that may be sold to the U.S. Underwriters (the "U.S. Optional Securities") are hereinafter called the "U.S. Securities") in the United States and Canada. The U.S. Firm Securities and the International Firm Securities are collectively referred to as the "SHARES." You have advised Firm Securities". The International Securities and the Company that U.S. Securities are collectively referred to as the Underwriters propose to make a public offering "Offered Securities". To provide for the coordination of their respective portions of activities, the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, U.S. Underwriters and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter Managers have entered into an agreement substantially in Agreement Between U.S. Underwriters and Managers which permits them, among other things, to sell the form Offered Securities to each other for purposes 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 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:resale.

Introductory. American Medserve Corporation ("COMPANY") Gulfport Energy Corporation, a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation ("COMMON STOCK"the “Company”), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell 5,357,000 to the several Underwriters 2,400,000 shares of its authorized but unissued Common Stock common stock, par value $0.01 per share ("FIRM SHARES") “Securities”), and CD Holding Company, LLC, a Delaware limited liability company (the “Selling Stockholder”), agrees with the several Underwriters to sell 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 803,550 additional aggregate of 2,400,000 outstanding shares of Common Stock the Securities ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to such 4,800,000 shares of the extent such option is exercised, the Option Shares, are Securities being hereinafter collectively referred to as the "SHARES." You have advised “Firm Securities”). The Company also agrees to issue and sell to the Company that Underwriters, at the Underwriters propose option of the Underwriters, an aggregate of not more than 360,000 additional shares, and the Selling Stockholder also agrees to make a public offering sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 360,000 additional shares, of their respective portions Securities (such 720,000 shares of the Shares as soon as you deem advisable after the registration statement Securities being hereinafter referred to becomes effective, if it has not yet become effective, as the “Optional Securities”) as set forth below. The Firm Securities and the Pricing Agreement hereinafter defined has been executed Optional Securities are herein collectively called the “Offered Securities.” The Firm Securities and delivered. Prior to the purchase and public offering of the Shares Optional Securities offered by the several Underwriters, Company under this Agreement are herein collectively called the “Company Offered Securities.” The Firm Securities and the Representatives, 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 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 Optional Securities offered by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, Selling Stockholder under this Agreement shall be deemed to incorporate are herein collectively called the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:“Selling Stockholder Offered Securities.”

Introductory. American Medserve Corporation Venoco, Inc., a Delaware corporation ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCKCompany"), $.01 par valueagrees with the several Underwriters named in Schedule A hereto ("Underwriters"), of which 5,559,625 shares were outstanding for whom you, Credit Suisse Securities (USA) LLC ("Credit Suisse"), Xxxxxx Brothers Inc. ("Xxxxxx Brothers") and X.X. Xxxxxx Securities Inc. ("XX Xxxxxx"), are acting as of such date. The Company proposes representatives (the "Representatives"), to issue and sell 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 10,000,000 shares ("UNDERWRITERSFirm Primary Securities") of its common stock, par value $0.01 per share ("Securities"), who are acting severally the Xxxxxxx Trust, a trust organized under the laws of the State of Colorado (the "Xxxxxxx Trust") and not jointly. In additionThe Denver Foundation, a Colorado corporation ("The Denver Foundation" and, together with the Xxxxxxx Trust, the Company proposes "Selling Stockholders"), propose to grant sell to the Underwriters an option to purchase up to 803,550 additional 2,500,000 outstanding shares of Common Stock Securities in the respective amounts set forth on Schedule B hereto ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares Secondary Securities" and, to together with the extent such option is exercisedFirm Primary Securities, 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, 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. AGREEMENTFirm Securities"). The Pricing Agreement may take Company also proposes to sell to the form Underwriters, at the option of the Underwriters, an exchange aggregate of any standard form not more than 1,500,000 additional shares of written telecommunication between the Company Securities ("Optional Primary Securities"), as set forth below, and the Representatives and shall specify such applicable information Selling Stockholders also propose to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 375,000 additional shares of Securities ("Optional Secondary Securities" and, together with the Optional Primary Securities, the "Optional Securities"), as is indicated set forth below, in Exhibit A the respective amounts set forth on Schedule B hereto. The offering Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the Shares will be governed offering contemplated by this Agreement, Xxxxxx Brothers Inc. (the "Designated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 937,500 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as supplemented set forth in the Final Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm Securities to be sold by the Pricing AgreementDesignated Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. From and after Any Directed Shares not subscribed for by the date end of the execution and delivery of the Pricing Agreement, business day on which this Agreement shall is executed will be deemed offered to incorporate the Pricing Agreement. The Company hereby confirms its agreement with public by the Underwriters as follows:set forth in the Final Prospectus.

Introductory. American Medserve Corporation Lime Energy Co. ("COMPANY") the “Company”), a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares 5,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 50,000,000 shares, $.01 0.0001 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"“Common Stock”), $.01 par value, of which 5,559,625 shares were will be outstanding as of such datethe First Closing Date hereinafter defined (taking into account the conversion of the Company’s Convertible Subordinated Notes due May 31, 2010 prior to the purchase of the Firm Shares). The Company proposes to issue and sell 5,357,000 5,000,000 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 803,550 750,000 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“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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativesRepresentative, 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"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representatives 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. American Medserve Corporation W-H Energy Services, Inc., a Texas corporation ("COMPANY") a Delaware corporation, has an authorized capital proposes to issue and sell 1,750,000 shares ("COMPANY SHARES") of its common stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), par value $.01 par value.0001 per share, and the shareholders listed in Schedule A hereto ("SELLING SHAREHOLDERS") propose severally to sell an aggregate of which 5,559,625 2,752,188 outstanding shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 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 of Common Stock and warrants ("UNDERWRITERSWARRANTS"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 803,550 additional ) immediately exercisable for 1,997,812 shares of Common Stock ("OPTION WARRANT SHARES") as provided in Section 4 hereof). The Company Shares and the Firm Secondary Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "FIRM 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 Firm Shares and the Warrants are hereinafter defined has been executed and deliveredcollectively referred to as the "FIRM SECURITIES". Prior The Selling Shareholders listed on Schedule A as selling shares of common stock upon any exercise of the over-allotment option ("OPTION SELLING SHAREHOLDERS") also propose severally to sell to the purchase and public offering Underwriters, at the option of the Shares by the several Underwriters, an aggregate of not more than 975,000 additional outstanding shares ("OPTIONAL SHARES") of Common Stock, as set forth below. The Firm Securities and the Optional Shares are hereinafter collectively called the "OFFERED SECURITIES". The Firm Secondary Shares and the Optional Shares are hereinafter collectively referred to as the "SECONDARY SHARES". The Company Shares, the Secondary Shares and the Warrant Shares are hereinafter collectively called the "SHARES". The Company and the Representatives, acting on behalf of Selling Shareholders hereby agree with the several Underwriters, shall enter into an agreement substantially Underwriters named in the form of Exhibit A Schedule B hereto (the "PRICING --------------------------- *Plus an option to acquire up to 803,550 additional shares to cover overallotments. AGREEMENTUNDERWRITERS"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the 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. American Medserve Corporation JinkoSolar Holding Co., Ltd., an exempted company incorporated under the laws of the Cayman Islands ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"the “Company”), $.01 agrees with the Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the Underwriters 4,062,500 American Depositary Shares (“ADSs” and each an “ADS”), each representing four ordinary shares, par valuevalue of US$0.00002 each of the Company (“Ordinary Shares”), of which 5,559,625 shares were outstanding as of such date. The Company and also proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A Underwriters, at the option of the Credit Suisse Securities (USA) LLC and Barclays Capital INC., as it representatives of the Underwriters (collectively, the “Representatives”), an aggregate of not more than 609,375 additional ADSs as set forth below. The aforesaid 4,062,500 ADSs (the “Firm Securities”) and all or any part of the 609,375 ADSs subject to the option described below (the “Optional Securities”) are hereinafter collectively called the “Offered Securities”. We understand the ADSs are to be issued pursuant to the Amended and Restated Deposit Agreement dated November 9, 2018, (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and holders from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. This agreement (the “Agreement”) and the Deposit Agreement, as each may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes or supplemented from time to grant to the Underwriters an option to purchase up to 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 Sharestime, are hereinafter collectively referred to as the "SHARES." You “Transaction Documents”. Capitalized terms not otherwise defined herein have advised the Company that meanings ascribed to them in the Underwriters propose to make Final Prospectus. In 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. Prior to the purchase and public offering of the Shares by the several Underwritersseparate concurrent private placement, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto agrees to sell convertible notes to certain investors (the "PRICING --------------------------- *Plus an option “Concurrent Private Placement Purchaser”), pursuant to acquire up to 803,550 additional shares to cover overallotments. AGREEMENT"). The Pricing the Purchase Agreement may take dated as of May 15, 2019 (the form of an exchange of any standard form of written telecommunication between “Concurrent Private Placement”) in accordance with Regulation S under the Company and the 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:Securities Act.

Introductory. American Medserve Corporation Build-A-Bear Workshop, Inc., a Delaware corporation ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 1,500,000 shares of its authorized but unissued Common Stock common stock ("FIRM SHARESSECURITIES") and the stockholders listed in Schedule A hereto ("SELLING STOCKHOLDERS") propose severally to sell an aggregate of 5,300,000 outstanding shares of the Securities (such 6,800,000 shares of Securities being hereinafter referred to as the "FIRM SECURITIES"). Certain Selling Stockholders also propose to sell to the several underwriters Underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined B hereto ("UNDERWRITERS"), who are acting severally and at the option of the Underwriters, an aggregate of not jointly. In additionmore than 1,020,000 additional outstanding shares of the Company's Securities, the Company proposes to grant to the Underwriters an option to purchase up to 803,550 as set forth below (such 1,020,000 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 being hereinafter collectively referred to as the "SHARES." You have advised OPTIONAL SECURITIES"). The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Citigroup Global Markets Inc. has agreed to reserve out of the Firm Securities set forth opposite its name on the Schedule B hereto, up to 340,000 shares, for sale to parties who are not directors, officers, or employees of the Company that (collectively, "PARTICIPANTS"), as set forth in the Prospectus under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by Citigroup Global Markets Inc. pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by Citigroup Global Markets Inc. pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by any Participants by 8:00 A.M. New York City time on the business day following the date on which this Agreement is executed will be offered to the public by the Underwriters propose to make a public offering of their respective portions of as set forth in the Shares Prospectus. CSFB and Citigroup Global Markets Inc. are acting 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. Prior to the purchase and public offering of the Shares by the several Underwritersrepresentatives (together, the Company and the Representatives, acting on behalf "REPRESENTATIVES") 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 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 Selling Stockholders hereby confirms its agreement agree with the several Underwriters as follows:

Introductory. American Medserve Corporation ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ____________, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 5,559,625 ________ shares were outstanding as of such date. The Company proposes to issue and sell 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 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, 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 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. American Medserve Corporation ("COMPANY") ALX Oncology Holdings Inc., a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation ("COMMON STOCK"the “Company”), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may (the “Underwriters”) (i) an aggregate of 7,370,690 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”) and (ii) pre-funded warrants of the Company to purchase an aggregate of 1,250,000 Shares (the “Pre-Funded Warrants”). The 7,370,690 Shares to be amended sold by the Pricing Agreement hereinafter defined ("UNDERWRITERS")Company are called the “Firm Shares” and, who together with the Pre-Funded Warrants, are acting severally and not jointly. referred to herein as the “Firm Securities.” In addition, the Company proposes to grant has granted to the Underwriters an option to purchase up to 803,550 an additional shares of Common Stock ("OPTION SHARES") 1,293,103 Shares as provided in Section 4 hereof2. The additional 1,293,103 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Optional Shares are collectively called the “Offered Shares” and, together with the Pre-Funded Warrants, are hereinafter collectively referred to herein as the "SHARES“Offered Securities." You ” Xxxxx Xxxxxxx & Co. (“Xxxxx Xxxxxxx”) and Xxxxxx Xxxxxxxxxx & Co. (“Cantor”) have advised the Company that the Underwriters propose agreed to make a public offering of their respective portions act as representatives of the Shares several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Securities. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as soon used herein shall mean you, as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effectiveUnderwriters, and the Pricing Agreement hereinafter defined term “Underwriters” shall mean either the singular or the plural, as the context requires. As used herein, “Warrant Shares” means the Shares issuable upon exercise of the Pre-Funded Warrants. The Company has been executed prepared and deliveredfiled with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. Prior 333-263863, including a base prospectus (the “Base Prospectus”) to be used in connection with the purchase and public offering and sale of the Shares by Offered Securities. Such registration statement, as amended, including the several Underwritersfinancial statements, the Company exhibits and the Representativesschedules thereto, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form in which it became effective under the Securities Act 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 1933, as amended, and the Representatives rules and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of regulations promulgated thereunder (collectively, the Shares will be governed by this Agreement“Securities Act”), as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be including all documents incorporated or deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:be incorporated by reference therein and any

Introductory. American Medserve Corporation MCSi, Inc. ("COMPANY") a Delaware Maryland corporation, has an authorized capital stock consisting of 1,000,000 5,000,000 shares of Preferred Stock, $.01 no par value, none of which no shares were outstanding as of November _________, 1996 2001 and 30,000,000 shares shares, no par value, of Common Stock ("COMMON STOCK"), $.01 par value, ) of which 5,559,625 ____________ shares were outstanding as of such datethe date hereof. The Company proposes to issue and sell 5,357,000 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 803,550 675,000 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." Xxxxxxx Xxxxx & Company, L.L.C. ("XXXXX") 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the Representatives, 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 Company, the Selling Stockholders and the 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. American Medserve Corporation Vipshop Holdings Limited, an exempted company incorporated in the Cayman Islands ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"“Company”), $.01 par valueagrees, of which 5,559,625 shares were outstanding as of such date. The Company proposes subject to the terms and conditions stated herein, to issue and sell 5,357,000 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 the Pricing Agreement hereinafter defined hereto ("UNDERWRITERS"“Underwriters”), who are acting severally an aggregate of 4,000,000 American Depositary Shares (“ADSs”), each ADS representing two ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) of the Company, and not jointly. In additionthe shareholders listed in Schedule B hereto (“Selling Shareholders”) agree, subject to the Company proposes terms and conditions stated herein, to grant sell to the Underwriters an option to purchase aggregate of 2,000,000 ADSs, and, at the election of the Underwriters, up to 803,550 an aggregate of 900,000 additional shares ADSs. The aggregate of Common Stock ("OPTION SHARES") 6,000,000 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 900,000 additional ADSs to be sold by the 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, if any, 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, 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"“Offered Shares”). The Pricing Agreement may take ADSs are to be issued pursuant to a deposit agreement (the form “Deposit Agreement”), dated as of an exchange of any standard form of written telecommunication between March 22, 2012 among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the Representatives holders and shall specify such applicable information as is indicated in Exhibit A hereto. The offering beneficial holders from time to time of the Shares will be governed by this Agreement, as supplemented American Depositary Receipts (“ADRs”) issued by the Pricing Agreement. From Depositary and after evidencing 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. American Medserve Corporation ("COMPANY") i3 Verticals, Inc., a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation ("COMMON STOCK"the “Company”), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares sell, pursuant to the terms of its authorized but unissued Common Stock this Underwriting Agreement ("FIRM SHARES") this “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[ ] shares of Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock”) of the Company. In addition, The aggregate of [ ] shares of Class A Common Stock so proposed to be sold is hereinafter referred to as 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 803,550 an additional [ ] shares of Class A 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“Stock." You have advised the Company that the Underwriters propose to make a public offering of their respective portions ” Xxxxx and Company, LLC, Xxxxxxx Xxxxx & Associates, Inc. and BofA Securities, 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 effectiveas the “Representatives.” The Class A Common Stock, if it has not yet become effectivetogether with the Company’s Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock”), are referred to herein collectively as (the “Common Stock”). The business of the Company is conducted through i3 Verticals, LLC, a Delaware limited liability company (“i3 Verticals, LLC”), and its subsidiaries. The Company is the Pricing Agreement hereinafter defined has been executed and deliveredsole managing member of i3 Verticals, LLC. Prior to As the purchase and public offering sole managing member of the Shares by the several Underwritersi3 Verticals, LLC, the Company operates and the Representatives, acting on behalf controls all of the several Underwritersbusiness and affairs of i3 Verticals, 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")LLC and, through i3 Verticals, LLC and its subsidiaries, conducts its business. The Pricing Agreement may take Company and i3 Verticals, LLC are collectively referred to herein as the form “i3 Verticals Parties,” and each of an exchange of any standard form of written telecommunication between the Company and the Representatives and shall specify such applicable information i3 Verticals, LLC is sometimes individually referred to herein 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:an “i3 Verticals Party.”

Introductory. American Medserve Corporation Blackstone Capital Partners II Merchant Banking Fund L.P. ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCKBCP"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock Blackstone Offshore Capital Partners II L.P. ("FIRM SHARESBOCP") and Blackstone Family Investment Partnership II L.P. ("BFIP", and together with BCP and BOCP, the "Selling Stockholders") propose severally to sell (the "U.S. Offering") to the several underwriters named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting an aggregate of 5,120,000 outstanding shares (the "U.S. Firm Securities") of the Common Stock, $0.01 par value per share (the "Securities"), of UCAR International Inc., a Delaware corporation ("UCAR"). The Selling Stockholders also propose severally to sell to the Underwriters, at the option of the Underwriters and the Managers (as defined below), an aggregate of not jointlymore than 660,958 additional outstanding Securities (the "Optional Securities") as set forth below. In addition, The U.S. Firm Securities and the Company proposes to grant Optional Securities that may be sold to the Underwriters an option to purchase up to 803,550 additional shares of Common Stock (the "U.S. Optional Securities") are herein collectively called the "U.S. Securities". It is understood that UCAR and the Selling Stockholders are concurrently entering into a Subscription Agreement, dated the date hereof (the "Subscription Agreement"), with Credit Suisse First Boston (Europe) Limited ("OPTION SHARESCSFBL") as provided in Section 4 hereofand the other managers named therein (together with CSFBL, the "Managers"), relating to the concurrent offering and sale (the "International Offering") by the Selling Stockholders of an aggregate of 1,280,000 Securities (the "International Firm Securities", which together with the Optional Securities that may be sold to the Managers (the "International Optional Securities") are hereinafter called the "International Securities") outside the United States and Canada. The U.S. Firm Shares and, to Securities and the extent such option is exercised, the Option Shares, International Firm Securities are hereinafter collectively referred to as the "SHARES." You have advised Firm Securities". The U.S. Securities and the Company that International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter Managers have entered into an agreement substantially in Agreement Between U.S. Underwriters and Managers which permits them, among other things, to sell the form Offered Securities to each other for purposes 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 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:resale.

Introductory. American Medserve Corporation Suntech Power Holdings Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 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 B attached hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS") 20,000,000 American depositary shares ("ADSs"), who are acting severally and not jointly. In additioneach representing one ordinary share, par value $0.01 per share, of the Company proposes (each an "ORDINARY SHARE"), and the shareholders listed in Schedule A attached hereto (the "SELLING SHAREHOLDERS") propose severally to grant sell to the Underwriters an option aggregate of 6,380,000 ADSs (the aggregate of 26,380,000 ADSs to purchase up to 803,550 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to be sold by the extent such option is exercised, Company and the Option Shares, are Selling Shareholders being hereinafter collectively referred to as the "SHARES." You have advised FIRM ADSs"). The Company also proposes to sell to the Company that Underwriters, at the Underwriters option of Credit Suisse First Boston LLC and Morgan Stanley & Co. International Limited, as representatives of the Xxxxxxrxxxxx (the "REPRESENTATIVES"), an aggregate of not more than 2,820,655 additional ADSs, and one of the Selling Shareholders also propose to make a public offering of their respective portions sell to the Underwriters, at the 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. Prior to the purchase and public offering of the Shares by the several Underwriters, an aggregate of not more than 1,136,345 additional ADSs, as set forth in Schedule A attached hereto (the aggregate of 3,957,000 additional ADSs sold by the Company and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (Selling Shareholders being hereinafter referred to as the "PRICING --------------------------- *Plus an option to acquire up to 803,550 additional shares to cover overallotments. AGREEMENTOPTIONAL ADSs"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Firm ADSs and the Representatives and shall specify Optional ADSs are herein collectively called the "OFFERED ADSs". Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Ordinary Shares underlying such applicable information as is indicated in Exhibit A heretoADSs. The offering Offered ADSs will be evidenced by American depositary receipts ("ADRs") to be issued pursuant to the Deposit Agreement dated on or about December [ ], 2005 (the "DEPOSIT AGREEMENT") Suntech Power Holdings Co., Ltd. Underwriting Agreement among the Company, The Bank of New York as depositary (the "DEPOSITARY"), and the holders and beneficial owners from time to time of the Shares will be governed ADRs. As part of the offering contemplated by this Agreement, Credit Suisse First Boston LLC (the "DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm ADSs purchased by it under this Agreement, up to [ ] shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as supplemented set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs to be sold by the Pricing AgreementDesignated Underwriter pursuant to the Directed Share Program (the "DIRECTED SECURITIES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. From and after Any Directed Securities not subscribed for by the date end of the execution and delivery business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. It is understood that as part of the Pricing Agreementreorganization of the Company and its subsidiaries prior to the offering, this Agreement shall be deemed the Company and/or its subsidiaries have completed a series of transactions (the "REORGANIZATION") as described in the Prospectus under the caption "Prospectus Summary--Corporate Structure", in the second paragraph under the captions "Summary Consolidated and Financial and Operating Data" and "Selected Consolidated and Financial and Operating Data," in the second paragraph under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations--Overview," and in the first paragraph under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations--Share-based Compensation Expenses," including, among other things, the entry into various agreements filed as Exhibit 4.4, 4.5 and 4.6 to incorporate the Pricing AgreementInitial Registration Statement (as defined below) (each a "RELEVANT CONTRACT" and, collectively, the "RELEVANT CONTRACTS"). The Company and the Selling Shareholders hereby confirms its agreement agree with the several Underwriters as follows:

Introductory. American Medserve Corporation QTS Realty Trust, Inc., a Maryland corporation ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"the “Company”), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may (the “Underwriters”) an aggregate of 5,750,000 shares of its Class A common stock, par value $0.01 per share (the “Shares”); and GA QTS Interholdco, LLC (the “Selling Stockholder”) proposes to sell to the Underwriters an aggregate of 1,250,000 Shares. The 5,750,000 Shares to be amended sold by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who Company and the 1,250,000 Shares to be sold by the Selling Stockholder are acting severally and not jointly. collectively called the “Firm Shares.” In addition, the Company proposes to grant Selling Stockholder has granted to the Underwriters an option to purchase up to 803,550 an additional shares of Common Stock ("OPTION SHARES") 1,050,000 Shares, as provided in Section 4 hereof2. The additional 1,050,000 Shares to be sold by the Selling Stockholder pursuant to such option are called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Optional Shares are collectively called the “Offered Shares.” Deutsche Bank Securities Inc. (“Deutsche Bank”), are hereinafter collectively referred Jxxxxxxxx LLC (“Jefferies”) and KeyBanc Capital Markets Inc. (“KeyBanc”) have agreed to act as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions representatives of the Shares several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as soon used herein shall mean you, as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effectiveUnderwriters, and the Pricing Agreement hereinafter defined term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has been executed prepared and deliveredfiled with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. Prior 333-199848, including a base prospectus (the “Base Prospectus”) to be used in connection with the purchase and public offering and sale of the Shares by Offered Shares. Such registration statement, as amended, including the several Underwritersfinancial statements, the Company exhibits and the Representativesschedules thereto, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form in which it became effective under the Securities Act of Exhibit A hereto 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "PRICING --------------------------- *Plus an option “Securities Act”), including all documents incorporated or deemed to acquire up be incorporated by reference therein and any information deemed to 803,550 additional shares be a part thereof at the time of effectiveness pursuant to cover overallotments. AGREEMENT"). The Pricing Agreement may take 430B under the form of an exchange of any standard form of written telecommunication between Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and the Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering sale of the Offered Shares will be governed by this Agreement, as supplemented by is called the Pricing Agreement. From “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated June 1, 2015 describing the Offered Shares and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used prior to the filing of the execution and delivery of the Pricing AgreementProspectus (as defined below), this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement together with the Underwriters as follows:Base Prospectus, is called a “preliminary prospectus.”

Introductory. American Medserve Corporation The stockholders listed in Schedule A hereto ("COMPANYSelling 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 corporationcorporation ("Company"), has that will be exercisable on the First Closing Date (as hereinafter defined), without payment of any cash exercise price, for an authorized capital stock consisting aggregate of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 _______ shares of Common Stock (such warrants being referred to herein as the "COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of Firm Securities" and such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock (being referred to herein as the "FIRM SHARESFirm Shares") and also propose to sell to the several underwriters named in Schedule A as it may be amended by Underwriters, at the Pricing Agreement hereinafter defined ("UNDERWRITERS")option of Underwriters, who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option additional warrants to purchase up to 803,550 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 ("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 additional warrants being referred to herein as the "SHARES.Optional Securities" You have advised the Company that the Underwriters propose to make a public offering and such additional shares of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter Common Stock being referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (herein as the "PRICING --------------------------- *Plus an option to acquire up to 803,550 additional shares to cover overallotments. AGREEMENTOptional Shares"). The Pricing Agreement may take Firm Securities and the form 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 an exchange the warrants issued by the Company to affiliates of any standard form Spenxxx Xxxxx Xxxestors LLC on November 15, 1999, and the number of written telecommunication between 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 the 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 several Underwriters named in Schedule B hereto ("Underwriters"), for whom Credit Suisse First Boston Corporation, Lehmxx Xxxthers Inc. and UBS Warburg LLC are acting as Representatives (in such capacity, "Representatives"), as follows:

Introductory. American Medserve Corporation Xxxxxxxx.xxx Limited, a Cayman Islands company ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"the “Company”), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A Underwriters, for whom you are acting as it may be amended by representatives (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Representatives”), who are acting severally an aggregate of 3,750,000 American Depository Shares (“ADSs”), each ADS representing two Class A ordinary shares, par value US$0.01 per share (the “Ordinary Shares”), of the Company, and not jointly. In additionXxxx.xxx (Game) Limited (the “Selling Shareholder”), the Company a Cayman Islands company and a wholly owned subsidiary of Xxxx.xxx Inc. (“Sohu”), proposes to grant sell to the Underwriters an aggregate of 3,750,000 ADSs. The 7,500,000 ADSs to be sold by the Company and the Selling Shareholder are herein called the “Firm Securities.” The Selling Shareholder also proposes to sell to the Underwriters, at the option to purchase up to 803,550 of the Underwriters, an aggregate of not more than 1,125,000 additional shares of Common Stock ADSs ("OPTION SHARES") as provided in Section 4 hereofthe “Optional Securities”). The Firm Shares andSecurities and the Optional Securities are herein collectively called the “Offered Securities.” Schedule B attached hereto lists the number of Firm Securities and maximum number of Optional Securities to be sold by the Company and the Selling Shareholder. Unless the context otherwise requires, each reference to the extent such option is exercisedFirm Securities, the Option Shares, are Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (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, “Firm Shares,” “Optional Shares” and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, 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"“Offered Shares”). The Pricing Agreement may take ADSs purchased by the form Underwriters pursuant to this agreement will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be entered into among the Company, The Bank of an exchange of any standard form of written telecommunication between New York Mellon, as depositary (the Company “Depositary”), and the Representatives owners and shall specify such applicable information as is indicated in Exhibit A hereto. The offering holders from time to time 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. American Medserve Corporation ("COMPANY") Red Xxxxx Gourmet Burgers, Inc., a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation (the "COMMON STOCKCompany"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may (the "Underwriters") an aggregate of 4,000,000 shares of its Common Stock, par value $.001 per share (the "Common Stock"); and the stockholders of the Company named in Schedule B (collectively, the "Selling Stockholders") severally propose to sell to the Underwriters an aggregate of 1,038,000 shares of Common Stock. The 4,000,000 shares of Common Stock to be amended sold by the Pricing Agreement hereinafter defined (Company and the 1,038,000 shares of Common Stock to be sold by the Selling Stockholders are collectively called the "UNDERWRITERSFirm Common Shares"), who are acting severally and not jointly. In addition, certain of the Company proposes to grant Selling Stockholders have severally granted to the Underwriters an option to purchase an aggregate of up to 803,550 755,700 additional shares of Common Stock ("OPTION SHARES") Stock, such Selling Stockholders selling up to the amount set forth opposite each such Selling Stockholder's name in Schedule B, all as provided in Section 4 hereof2. The 755,700 additional shares to be sold by such Selling Stockholders pursuant to such option are collectively called the "Optional Common Shares". The Firm Common Shares and, if and to the extent such option is exercised, the Option Shares, Optional Common Shares are hereinafter collectively referred to as called the "SHARES." You Common Shares". Banc of America Securities LLC ("BAS"), U.S. Bancorp Xxxxx Xxxxxxx Inc. and Wachovia Securities, Inc. have advised agreed to act as representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the offering and sale of the Common Shares. The Company and the Underwriters agree that up to 251,900 of the Firm Common Shares to be purchased by the Underwriters (the "Directed Shares") shall be reserved for sale by the Underwriters at the public offering price to certain eligible directors, officers and employees of the Company that the Underwriters propose to make a public offering of and their respective portions family members and certain other persons having business relationships with the Company (collectively, the "Participants"), as part 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. Prior to the purchase and public offering distribution of the Common Shares by the several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto Underwriters (the "PRICING --------------------------- *Plus an option Directed Share Program") as described in the Prospectus (as defined below) and subject to acquire up to 803,550 additional shares to cover overallotments. AGREEMENT"). The Pricing Agreement may take the form terms of an exchange of any standard form of written telecommunication between the Company and the 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 the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. and all other applicable laws, rules and regulations. BAS (the "Designated Underwriter") has been selected to process the sales to the Participants under the Directed Share Program. To the extent that such Directed Shares are not orally confirmed for purchase by the Pricing Agreement. From and Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the execution and delivery public as part 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:public offering contemplated hereby.

Introductory. American Medserve Corporation ITT Corporation, a Nevada corporation (the "Selling Stockholder") and a subsidiary of Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCKStarwood"), proposes to sell (the "Offering") an aggregate of 7,000,000 outstanding shares (the "Firm Securities") of the common stock, par value $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock per share (the "FIRM SHARESSecurities") of ITT Educational Services, Inc., a Delaware corporation (the "Company"), to the several underwriters named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who for whom Credit Suisse First Boston Corporation ("CSFBC") and Xxxxxxx Xxxxx Xxxxxx Inc. are acting severally as Joint Book- Running Managers and not jointlyBear, Xxxxxxx & Co. Inc., BT Alex. In additionXxxxx Incorporated, Xxxxxx Xxxxxxx & Co. Incorporated and NationsBanc Xxxxxxxxxx Securities LLC are acting as Co-Managers. The Joint Book-Running Managers and the Company Co-Managers are collectively referred to herein as the "Representatives." The Selling Stockholder also proposes to grant sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 803,550 aggregate of not more than 950,000 additional shares of Common Stock the Securities (the "OPTION SHARESOptional Securities") as provided in Section 4 hereof). 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." You have advised Offered Securities". Concurrently with the Company that the Underwriters propose to make a public offering of their respective portions closing 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. Prior to the purchase and public offering of the Shares by the several UnderwritersOffering, the Company will repurchase 1,500,000 shares of Securities from the Selling Stockholder pursuant to the terms, and subject to the Representativesconditions, acting on behalf of the several UnderwritersStock Repurchase Agreement dated as of December 18, 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 1998 between the Company and the Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of Selling Stockholder (the Shares will be governed by this "Stock Repurchase 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 Stockholder hereby confirms its agreement agree with the several Underwriters as follows:

Introductory. American Medserve Corporation ("COMPANY") Ranger Energy Services, Inc., a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation ("COMMON STOCK"the “Company”), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell 5,357,000 to the several Underwriters 5,862,069 shares of its authorized but unissued Common Stock Class A common stock, $0.01 par value per share ("FIRM SHARES"“Securities”) (such 5,862,069 shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also agrees to sell to the several underwriters named in Schedule A as it may be amended by Underwriters, at the Pricing Agreement hereinafter defined ("UNDERWRITERS")option of the Underwriters, who are acting severally and an aggregate of not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 803,550 more than 879,310 additional shares of Common Stock its Securities ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent all such option is exercised, the Option Shares, are additional shares of Securities being hereinafter collectively referred to as the "SHARES." You have advised “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”), Xxxxx Xxxxxxx & Co. (“PJC” and, 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 that the Underwriters propose to make a public offering of their respective portions of the Shares (collectively, “Participants”), 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially set forth in the form of Exhibit A hereto Final Prospectus (as defined herein) under the heading “Underwriting” (the "PRICING --------------------------- *Plus an option to acquire up to 803,550 additional shares to cover overallotments. AGREEMENT"“Directed Share Program”). The Pricing Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement may take at the form public offering price. Any Directed Shares not subscribed for by the end of an exchange of any standard form of written telecommunication between the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. The Company is a holding company that, following the transactions contemplated by this paragraph and the Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed contemplated 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. American Medserve Corporation Fred's, Inc. ("COMPANYCompany") ), a Delaware Tennessee corporation, has an authorized capital stock consisting of 1,000,000 (i) 10,000,000 shares of Preferred Stock, $.01 having no par value, none value ("Preferred Stock") of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 5,559,625 no shares were outstanding as of such datethe date hereof, (ii) 30,000,000 shares of Class A Common Stock, having no par value ("Class A Common Stock"), of which 15,229,044 shares were outstanding as of the date hereof and (iii) 11,500,000 shares of Class B Common Stock, having no par value ("Class B Common Stock") of which no shares were outstanding as of the date hereof. The Company proposes to issue and sell 5,357,000 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 803,550 165,000 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. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Underwriters and the Representatives, acting on behalf of the several UnderwritersSelling Shareholders, 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. 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 Representatives 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. American Medserve Corporation Lomak Petroleum, Inc., a Delaware corporation (the "COMPANYCompany") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares sell, pursuant to the terms of its authorized but unissued Common Stock ("FIRM SHARES") this Agreement, to the several underwriters Underwriters named in Schedule A hereto (the "Underwriters" which term also shall include any underwriter substituted as it may hereinafter provided in Section 11) an aggregate of 4,000,000 shares of Common Stock, par value $.01 per share (the "Common Stock") of the Company. The aggregate of 4,000,000 shares so proposed to be amended sold by the Pricing Agreement hereinafter defined (Company is herein called the "UNDERWRITERSFirm Stock"), who are acting severally and not jointly. In addition, the The Company also proposes to grant sell severally to the Underwriters Underwriters, on a pro rata basis, at the option of the Underwriters, an option to purchase up to 803,550 aggregate of not more than 600,000 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof3 of this Agreement. The aggregate of 600,000 shares so proposed to be sold is herein called the "Optional Stock". The Firm Shares andStock and the Optional Stock are collectively referred to herein as the "Stock". Morgxx Xxxnxxx & Xo. Incorporated, to PaineWebber Incorporated, Smitx Xxxxxx Xxx., A.G. Xxxxxxx & Xons, Inc. and McDoxxxx & Xompany Securities, Inc. are acting as representatives of the extent several Underwriters and in such option is exercised, the Option Shares, capacity are hereinafter collectively referred to as the "SHARES." You have advised Representatives". It is understood by all parties that the Company that is concurrently entering into an agreement, dated the Underwriters propose date hereof (the "Debt Underwriting Agreement") providing for the sale by the Company of $100,000,000 principal amount of its __% Senior Subordinated Notes due 2007 to make a public offering of their respective portions of the Shares Chase Securities Inc., NationsBanc Capital Markets, Inc., Bear, Steaxxx & Xo. Inc. and Credit Suisse First Boston Corporation, 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 deliveredunderwriters. Prior to Before the purchase and public offering of the Shares Stock by the several Underwriters, the Company and the Representatives, 2 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. AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares Stock 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. American Medserve Corporation Heritage-Crystal Clean, Inc. ("COMPANY") the “Company”), a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock500,000 shares, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 0.01 par value, of preferred stock (“Preferred Stock”), of which 5,559,625 no shares were will be outstanding as of such datethe First Closing Date hereinafter defined, and 15,000,000 shares, $0.01 par value, of common stock (“Common Stock”), of which 10,269,290 shares will be outstanding as of the First Closing Date hereinafter defined. The Company proposes to issue and sell 5,357,000 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 803,550 261,000 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 87,000 of the Shares to be purchased by the Underwriters (the “Reserved Shares”) shall be reserved for sale by the Underwriters to certain eligible employees of the Company (the “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 Financial Industry Regulation Authority (“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 contemplated hereby. Prior to the purchase and public offering Public Offering of the Public Offering Shares by the several Underwriters, the Company and Wxxxxxx Xxxxx & Company, L.L.C. (the Representatives“Representative”), 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"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representatives 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. American Medserve Corporation The stockholder named in Schedule B hereto ("COMPANY"the “Selling Shareholder”) of Medpace Holdings, Inc., a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock corporation ("COMMON STOCK"the “Company”), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 4,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), inclusive of the Repurchase Shares (as it may defined below). The 4,000,000 Shares to be amended sold by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who Selling Shareholder are acting severally and not jointly. called the “Firm Shares.” In addition, the Company proposes to grant Selling Shareholder has granted to the Underwriters an option to purchase up to 803,550 an additional shares of Common Stock ("OPTION SHARES") 600,000 Shares as provided in Section 4 hereof2. The additional 600,000 Shares to be sold by the Selling Shareholder pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Optional Shares are collectively called the “Offered Shares.” Xxxxxxxxx LLC (“Jefferies”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) have agreed to act as representatives of the several Underwriters (in such capacity, are hereinafter collectively referred the “Representatives”) in connection with the offering and sale of the Offered Shares pursuant to as this underwriting agreement (this “Agreement”). Subject to the "SHARES." You have advised sale of the Company that Offered Shares by the Selling Shareholder to the Underwriters propose in compliance with the terms of this Agreement, the Underwriters have agreed to make a public offering of their respective portions of sell to the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effectiveCompany, and the Pricing Agreement hereinafter defined Company has been executed and delivered. Prior agreed herein to purchase from the purchase and public offering Underwriters (the “Share Repurchase”), an aggregate of 2,000,000 of the Offered Shares by the several Underwriters, the Company and the Representatives, 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 “Repurchase Shares”) pursuant to acquire up to 803,550 additional shares to cover overallotments. AGREEMENT"). The Pricing Agreement may take the form Section 2 of an exchange of any standard form of written telecommunication between the Company and the 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 has prepared and filed with the Underwriters Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-220306, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as follows:amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule