Common use of Effect of Headings Clause in Contracts

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. XXXXX XXX HOLDINGS CORPORATION By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President and Chief Financial Officer CHUBB LIMITED By: Authorized Signatory For themselves /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President, General Counsel and Secretary Exhibit A XXXXX XXX HOLDINGS INC. (a Delaware corporation) Debt Securities Unconditionally Guaranteed as Representatives to Payment of Principal, Premium, if any, and Interest by CHUBB LIMITED TERMS AGREEMENT [●] To: XXXXX XXX HOLDINGS INC. 000 Xxxxxx Xxxxxx, XX00X Xxxxxxxxxxxx, XX 00000 CHUBB LIMITED Xxxxxxxxxx 00, XX-0000 Xxxxxx, Xxxxxxxxxxx Ladies and Gentlemen: We understand that Xxxxx XXX Holdings Inc., a Delaware corporation (the “Company”), proposes to issue and sell € aggregate principal amount of its [senior] [subordinated] debt securities (the “Underwritten Securities”), which will be unconditionally guaranteed as to payment of principal, premium, if any, and interest by Chubb Limited, a Swiss company. Subject to the terms and conditions set forth or incorporated by reference herein, the underwriter[s] named below (the “Underwriter[s]”) offer[s] to purchase [, severally and not jointly,] the principal amount of Underwritten Securities opposite [its] [their] name[s] set forth below at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities Total [€] The Underwritten Securities shall have the following terms: Title: Rank: Ratings (Xxxxx’x/S&P/Fitch): Aggregate principal amount: Denominations: Currency of payment: Interest rate or formula: Interest payment dates: Regular record dates: Stated maturity date: Redemption provisions: Sinking fund requirements: Conversion or exchange provisions: Guarantee Provisions: Listing requirements: Black-out provisions: Fixed or Variable Price Offering: [Fixed] [Variable] Price Offering If Fixed Price Offering, initial public offering price: % of the other principal amount, plus accrued interest [amortized original issue discount], if any, from . Purchase price: % of principal amount, plus accrued interest [amortized original issue discount], if any, from . Form: Applicable Time: Other terms and conditions: Closing date and location: Notices: Notice to the Underwriters named shall be directed to the Representative(s) c/o: [ ] All of the provisions contained in Schedule A heretothe document attached as Annex I hereto entitled “XXXXX XXX HOLDINGS INC. SCHEDULE A Name (a Delaware corporation) – Senior and Subordinated Debt Securities –Unconditionally Guaranteed as to Payment of Underwriter Number of Initial Securities Number of Option Securities Principal, Premium, if any, and Interest by CHUBB LIMITED – UNDERWRITING AGREEMENT” (the “Underwriting Agreement”) are hereby incorporated by reference in their entirety herein and shall be deemed to be Purchased a part of this Terms Agreement to the same extent as if Maximum Option Exercised Xxxxxxx Lynchsuch provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. [Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities as amended (USAthe “Product Governance Rules”) Inc. Xxx-Xxxx, Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares regarding the mutual responsibilities of Common Stock (Par Value $.01 Per Share)manufacturers under the Product Governance Rules:

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, U.S.I. HOLDINGS GNC CORPORATION By: Name: By Jxxxxx Xxxxxxxxx Title: President and Chief Executive Officer ATTORNEY-IN-FACT By Mxxx X. Xxxxxxxx As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX MXXXXXX LXXXX & CO. XXXXXXX MXXXXXX LYNCH, PIERCE, XXXXXX FXXXXX & XXXXX SXXXX INCORPORATED X.X. XXXXXX SECURITIES By Authorized Signatory LXXXXX BROTHERS INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS By Authorized Signatory UBS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: LLC By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Number of Name of Underwriter Initial Securities Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated Lxxxxx Brothers Inc. UBS Securities LLC Total Sch A-1 SCHEDULE B Number of Initial Securities Maximum Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx LynchSold Securities to Be Sold GNC CORPORATION GNC Investors, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. LLC Total SCHEDULE B U.S.I. HOLDINGS C GNC CORPORATION · [l] Shares of Common Stock (Par Value $.01 0.01 Per Share)

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Company, Restoration Hardware, Home Holdings, LLC and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company, Restoration Hardware, Home Holdings, LLC and the Company Selling Stockholders in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: RESTORATION HARDWARE HOLDINGS, INC. By Name: Title: RESTORATION HARDWARE, INC. By Name: Title: HOME HOLDINGS, LLC By Name: Title: The Selling Stockholders named in Schedule B hereto By Name: As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXXXXXXXXX, XXXXXX INCSACHS & CO. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: XXXXXXX, SACHS & CO. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $—. The purchase price per share for the Securities to be paid by the several Underwriters shall be $—, being an amount equal to the initial public offering price set forth above less $— per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-XxxxXxxxxxx, Xxxxxx Inc. Sachs & Co. Total — SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares Number of Common Stock (Par Value $.01 Per Share)Initial Securities to be Sold Maximum Number of Option Securities to Be Sold RESTORATION HARDWARE HOLDINGS, INC. THE SELLING STOCKHOLDERS HOME HOLDINGS, LLC [NAME OF SELLING STOCKHOLDER](a) [NAME OF SELLING STOCKHOLDER](b) Total

Effect of Headings. The Section headings herein are for convenience only 32 Draft of 6/9/97 BEACON PROPERTIES CORPORATION (a Maryland corporation) Common Stock, Preferred Stock and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreementDebt Securities UNDERWRITING AGREEMENT ---------------------- _______ __, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: 1997 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Securities Inc. Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. Credit Suisse First Boston Corporation Credit Lyonnais The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (USAas defined below)) Inc. Xxx-Xxxxand any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares a "Designating Amendment") relating to such series of Common Stock Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (Par Value $.01 Per Sharethe "Senior Debt Securities") under an indenture, dated as of _________, ____ (the "Senior Indenture"), between the Company and __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrumentUnderwriting Agreement, along with all counterparts, will become a binding agreement among between Xxxxxxx Xxxxx, the Underwriters Company and the Company Operating Partnership in accordance with its terms. Very truly yours, U.S.I. HOLDINGS BEACON PROPERTIES CORPORATION By: ------------------------------- Name: Title: BEACON PROPERTIES, L.P. By: Beacon Properties Corporation (its general partner) By: --------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------------- Name: Title: Authorized Signatory For themselves Exhibit A BEACON PROPERTIES CORPORATION (a Maryland Corporation) __________________ TERMS AGREEMENT ---------------- To: Beacon Properties Corporation 00 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Ladies and as Representatives Gentlemen: We understand that Beacon Properties Corporation, a Maryland corporation (the "Company"), proposes to issue and sell [____ shares of its common stock, par value $.01 per share (the other Underwriters "Common Stock")] [______ shares of its preferred stock, par value ___________ per share (the "Preferred Stock")] [$ aggregate principal amount of its [senior] [subordinated] debt securities (the "Debt Securities")] ([such securities also being hereinafter referred to as] the "[Initial] Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named in Schedule A heretobelow (the "Underwriters")] offer to purchase [, severally and not jointly,] the [[number] [principal] [amount] of] Underwritten Securities [opposite their names set forth below] at the purchase price set forth below [, and a proportionate share of Option Underwritten Securities set forth below, to the extent any are purchased]. SCHEDULE A Name [Number] [Principal Amount] Underwriter of Underwriter [Initial] Underwritten Securities ----------- ------------------------------------ ---------------- Total [$] ================ The Underwritten Securities shall have the following terms: [Common Stock] Title: Number of Initial Securities shares: Number of Option Securities to be Purchased Underwritten Securities: Initial public offering price per share: $ Purchase price per share: $ Listing requirements: Black-out provisions: Lock-up provisions: Other terms and conditions: Closing date and location: [Preferred Stock] Title: Rank: Ratings: Number of shares: Number of Option Underwritten Securities: Dividend rate (or formula) per share: $ Dividend payment dates: Stated value: $ Liquidation preference per share: $ Redemption provisions: Sinking fund requirements: Conversion provisions: Listing requirements: Black-out provisions: Lock-up provisions: Initial public offering price per share: $___ plus accumulated dividends, if Maximum Option Exercised Xxxxxxx Lynchany, Piercefrom _____ Purchase price per share: $___ plus accumulated dividends, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxxif any, Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)from _____ Other terms and conditions: Closing date and location: [Debt Securities] Title: Rank: Ratings: Aggregate principal amount:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your the Representatives' understanding of our the agreement, please sign and return to the Company a counterpart hereof, whereupon this instrumentUnderwriting Agreement, along with all counterparts, will become a binding agreement among between the Underwriters Representatives and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED [Agent] By: Authorized Signatory For themselves ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as Representatives the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the other Underwriters named in Schedule A heretopurchase price set forth below. SCHEDULE A Name Principal Amount Underwriter of Underwriter Number of Initial Underwritten Securities Number of Option ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)shall have the following terms:

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholder in accordance with its terms. Very truly yours, U.S.I. HOLDINGS RCS CAPITAL CORPORATION By: /s/ Wxxxxxx X. Xxxxxx Name: Wxxxxxx X. Xxxxxx Title: Chief Executive Officer RCAP HOLDINGS, LLC By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Managing Member [RCS Capital Corporation - Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX MXXXXXX LYNCH, PIERCE, XXXXXX FXXXXX & XXXXX SXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX BARCLAYS CAPITAL INC. By: XXXXXXX MXXXXXX LYNCH, PIERCE, XXXXXX FXXXXX & XXXXX SXXXX INCORPORATED By: Authorized Signatory /s/ Kxxxxx Xxxxxx Name: Kxxxxx Xxxxxx Title: Managing Director By: BARCLAYS CAPITAL INC. By: /s/ Vxxxxxxx Xxxx Name: Vxxxxxxx Xxxx Title: Vice President For themselves and as Representatives of the other Underwriters named in Schedule A hereto. [RCS Capital Corporation - Underwriting Agreement] SCHEDULE A The initial public offering price per share for the Securities shall be $20.25. The purchase price per share for the Securities to be paid by the several Underwriters shall be $19.035, being an amount equal to the initial public offering price set forth above less $1.215 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 6,490,417 Barclays Capital Inc. 6,490,417 Citigroup Global Markets Inc. 1,570,417 JMP Securities LLC 1,570,417 J.X. Xxxxxx Securities LLC 1,570,417 Ladenburg Txxxxxxx & Co. Inc. 1,570,417 BMO Capital Markets Corp. 1,210,417 Realty Capital Securities, LLC 1,210,417 Aegis Capital Corp 277,083 J.X. Xxxxxx & Company, LLC 277,083 Maxim Group LLC 277,083 National Securities Corporation 277,083 Newbridge Securities Corporation 100,000 Northland Securities, Inc. 277,083 RBS Securities Inc. 277,083 Rxxxxx X. Xxxxx & Co. Incorporated 277,083 Mitsubishi UFJ Securities (USA), Inc. 277,083 Total 24,000,000 Sch A SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx LynchBe Sold RCS Capital Corporation 19,000,000 3,600,000 RCAP Holdings, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. LLC 5,000,000 0 Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)24,000,000 3,600,000 Sch B

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company parties hereto in accordance with its terms. Very truly yours, U.S.I. HOLDINGS COLFAX CORPORATION By: By /s/ C. Xxxxx Xxxxxxx Name: C. Xxxxx Xxxxxxx Title: Senior Vice President, Chief Financial Officer & Treasurer Underwriting Agreement CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX DEUTSCHE BANK SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: Authorized Signatory For themselves /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director Underwriting Agreement BDT CAPITAL PARTNERS FUND I, L.P. BDT CAPITAL PARTNERS FUND I-A, L.P. BDT CAPITAL PARTNERS ANNEX FUND I, L.P. BDT CAPITAL PARTNERS ANNEX FUND I-A, L.P. BDTCP INVESTMENTS I, LLC By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President and as Representatives of the other Underwriters named in Secretary Underwriting Agreement Schedule A heretoThe purchase price per share for the Firm Shares to be paid by the Underwriters shall be $42.7234. SCHEDULE A Name of Underwriter Number of Initial Firm Shares Deutsche Bank Securities Number of Option Securities to be Purchased if Maximum Option Exercised Inc. 4,500,000 Citigroup Global Markets Inc. 1,500,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities 1,500,000 Barclays Capital Inc. . 500,000 Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) LLC 500,000 HSBC Securities (USA) Inc. Xxx-Xxxx, Xxxxxx 500,000 KeyBanc Capital Markets Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)500,000 UBS Securities LLC 500,000 Sch. A Schedule B-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters Underwriters, the Company and the Company Selling Shareholder in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: MACQUARIE INFRASTRUCTURE COMPANY LLC By /s/ Pxxxx Xxxxxx Name: Pxxxx Xxxxxx Title: Chief Executive Officer MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC. By /s/ Pxxxx Xxxxxx Name: Pxxxx Xxxxxx Title: President By /s/ Axxx Xxxxxxx Xxxx Name: Axxx Xxxxxxx Xxxx Title: Vice President The undersigned acknowledge that Investments in Macquarie Infrastructure Company LLC are not deposits with or other liabilities of Macquarie Bank Limited or of any Macquarie Group company and are subject to investment risk, including possible delays in repayment and loss of income and principal invested. Neither Macquarie Bank Limited nor any other member company of the Macquarie Group guarantees the performance of Macquarie Infrastructure Company LLC or the repayment of capital from Macquarie Infrastructure Company LLC. CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX CITIGROUP GLOBAL MARKETS INC. By: /s/ Lxxx Xxxxxx Lxxx Xxxxxx, Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ [ILLEGIBLE] Authorized Signatory MXXXXXX LXXXX & CO. XXXXXXX MXXXXXX LYNCH, PIERCE, XXXXXX FXXXXX & XXXXX SXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS By: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: /s/ Bxxxx Xxxxxx Authorized Signatory MACQUARIE SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH/s/ Lxxx Xxxxxxxx Lxxx Xxxxxxxx President, PIERCE, XXXXXX & XXXXX INCORPORATED Co-CEO By: Authorized Signatory /s/ Mxxxxxxx Xxxxxxxxx Mxxxxxxx Xxxxxxxxx Senior Vice President For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Underwriters Number of Initial Name of Underwriters Securities Number of Option Citigroup Global Markets Inc. 1,386,000 Credit Suisse Securities to be Purchased if Maximum Option Exercised Xxxxxxx (USA) LLC 1,386,000 Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais 1,386,000 Macquarie Securities (USA) Inc. Xxx-Xxxx1,197,000 A.X. Xxxxxxx & Sons, Xxxxxx Inc. 315,000 Jxxxxxxxx & Company, Inc. 315,000 Sxxxxx, Xxxxxxxx & Company, Incorporated 315,000 Total 6,300,000 Sch A-1 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares Significant Subsidiaries Macquarie Infrastructure Company Inc. Macquarie District Energy Holdings LLC Macquarie FBO Holdings LLC Atlantic Aviation FBO, Inc. Atlantic Aviation Corporation Eagle Aviation Resources, Ltd. Trajen Holdings, Inc. Macquarie Americas Parking Corporation Macquarie Gas Holdings LLC The Gas Company LLC Macquarie Terminal Holdings LLC SCHEDULE C Financial Entities Auditor’s Standard of Common Stock Independence with respect to Financial Entity Auditor the related Financial Entity Macquarie Infrastructure Company Trust KPMG LLP Registered public accounting firm under the 1933 Act and the Rules and Regulations (Par Value $.01 Per Share“RPAF”) IMTT Holdings Inc. (formerly known as Loving Enterprises, Inc.) KPMG LLP RPAF The Gas Company KPMG LLP RPAF Loving Enterprises, Inc. (currently known as IMTT Holdings Inc.) Ernst & Young LLP RPAF The Gas Company Deloitte & Touche LLP Generally Accepted Auditing Standards (GAAS) SJJC Aviation Services, LLC McGladrey & Pxxxxx, LLP RPAF SCHEDULE D All Subsidiaries Macquarie Infrastructure Company Inc. Macquarie Yorkshire LLC Communications Infrastructure LLC South East Water LLC Macquarie FBO Holdings LLC MIC European Financing Sarl Macquarie District Energy Holdings LLC Macquarie Americas Parking Corporation Atlantic Aviation FBO, Inc. Eagle Aviation Resources, Ltd. Macquarie Gas Holdings LLC Macquarie Terminal Holdings LLC Futura Natural Gas LLC Macquarie District Energy Inc. Macquarie Airports North America Inc. Macquarie Aviation North America Inc. Macquarie Aviation North America 2 Inc. Trajen Holdings, Inc. Parking Company of America Airports Holdings, LLC PCAA Parent, LLC RCL Properties, LLC PCAA Properties, LLC PCAA Oakland, LLC (fka PCAA Chicago Holdings, LLC) Parking Company of America Airports, LLC PCAA GP, LLC PCAA LP, LLC PCA Airports, Ltd. Parking Company of America Airports Phoenix, LLC PCAA Chicago, LLC Airport Parking Management Inc. PCAA Missouri, LLC PCAA SP, LLC PCAA SP-OK, LLC Seacoast Holdings (PCAAH), Inc. Macquarie HGC Investment LLC HGC Investment Corporation HGC Holdings LLC The Gas Company LLC Thermal Chicago Corporation MDE Thermal Technologies Inc. Northwind Chicago LLC ETT National Power, Inc. Northwind Midway LLC ETT Nevada, Inc. Northwind Aladdin LLC ILG Avcenter, Inc. BTV Avcenter, Inc. Atlantic Aviation Holding Corporation Atlantic Aviation Corporation Atlantic Aviation Flight Support, Inc. Bridgeport Airport Services, Inc Atlantic Aviation Philadelphia, Inc. COAI Holdings, LLC Charter Oak Aviation, Inc. BASI Holdings, LLC Bxxxxxxx Airport Services, Inc AAC Subsidiary, LLC Executive Air Support, Inc Flightways of Long Island Inc. d/b/a Million Air FLI Subsidiary, LLC General Aviation, LLC General Aviation of New Orleans, LLC General Aviation Holdings LLC Newport FBO Two, LLC Palm Springs FBO Two, LLC Trajen Funding, Inc. Trajen Limited, LLC Trajen FBO, LLC Trajen Flight Support, LP Waukesha Flying Services, Inc. Sierra Aviation, Inc. Atlantic SMO Holdings LLC Atlantic SMO GP LLC ProAir Aviation Maintenance, LLC (merger of CPR Maintenance LLC and DVT Maintenance LLC) Supermarine of Sxxxxxx LLC Aviation Contract Services, Inc. Supermarine Investors, Inc. Supermarine of Santa Mxxxxx, LP SCHEDULE E Macquarie Infrastructure Company LLC 6,300,000 Limited Liability Company Interests

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION BySABRE INDUSTRIES, INC. By Title: Name[CORINTHIAN SC, LLC] By As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule B hereto (except for ZM Private Equity Fund I, L.P. and ZM Private Equity Fund II, L.P.) ZM PRIVATE EQUITY FUND I, L.P. By Title: ZM PRIVATE EQUITY FUND II, L.P. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX XXXXXX, XXXXXXXX & CO. XXXXXXX LYNCHCOMPANY, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For themselves itself and as Representatives Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $·. The purchase price per share for the Securities to be paid by the several Underwriters shall be $·, being an amount equal to the initial public offering price set forth above less $· per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxx, Xxxxxxxx & Company, Incorporated Xxxxxx X. Xxxxx & Co. Incorporated Gleacher and Company Securities, Inc. Xxxxxxxxxxx & Co. Inc. Total · SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx LynchBe Sold Sabre Industries, PierceInc. Corinthian SC, LLC 000 Xxxxxxxxx Xxxxxx & 00xx Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxx Xxxxxx Inc. ZM Private Equity Fund I, L.P. ZM Private Equity Fund II, L.P. 000 Xxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxx [other selling stockholders] Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)C-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: GOSSAMER BIO, INC. By Title: [Signature page to Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES SVB LEERINK LLC BARCLAYS CAPITAL INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. EVERCORE GROUP L.L.C. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: SVB LEERINK LLC By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory By: EVERCORE GROUP L.L.C. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being an amount equal to the initial public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities SVB Leerink LLC Barclays Capital Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. Evercore Group L.L.C. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B-1 Pricing Terms

Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Fund and the Company Adviser in accordance with its terms. Very truly yours, U.S.I. HOLDINGS TORTOISE ENERGY INFRASTRUCTURE CORPORATION By: Name: Title: TORTOISE CAPITAL ADVISORS, LLC By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED ______________________________________________ By: Authorized Signatory For themselves ______________________________________________ By: Authorized Signatory Each for itself and collectively as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities Primary Shares TOTAL SCHEDULE B Tortoise Energy Infrastructure Corporation __________ Common Shares 1 The public offering price per share for the Shares, determined as provided in said Section 2, shall be $______. 2 The purchase price per share for the Shares to be Purchased if Maximum paid by the several Underwriters shall be $______, being an amount equal to the public offering price set forth above less $____ per share; provided that the purchase price per share for any Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. Shares purchased upon the exercise of the over-allotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares. Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. XxxSCHEDULE C Price Per Share = $_____ SCHEDULE D The Investor Guide dated __________ ____ entitled “Add-Xxxx, Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares On Offering of Common Stock (Par Value $.01 Per ShareNYSE: TYG)”

Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Fund and the Company Adviser in accordance with its terms. Very truly yours, U.S.I. HOLDINGS TORTOISE ENERGY INFRASTRUCTURE CORPORATION By: Name: Title: CONFIRMED AND ACCEPTEDTORTOISE CAPITAL ADVISORS, as of the date first above writtenLLC By: XXXXXXX XXXXX Name: Title: 28 XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Name: Title: XXXXXXXXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Name: Title: RBC CAPITAL MARKETS By: Authorized Signatory Name: Title: For themselves itself and as Representatives Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A Number of Name of Underwriter Number Primary Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 275,000 Xxxxxxxxxxx & Co. Inc. 275,000 RBC Capital Markets 275,000 Xxxxxx Xxxxxx & Company, Inc. 137,500 BB&T Capital Markets, a division of Initial Securities Number of Option Securities Xxxxx & Xxxxxxxxxxxx, Inc. 137,500 TOTAL: 1,100,000 SCHEDULE B Tortoise Energy Infrastructure Corporation 1,100,000 Common Shares 1 The public offering price per share for the Shares, determined as provided in said Section 2, shall be $25.25. 2 The purchase price per share for the Shares to be Purchased if Maximum paid by the several Underwriters shall be $24.20, being an amount equal to the public offering price set forth above less $1.05 per share; provided that the purchase price per share for any Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. Shares purchased upon the exercise of the over-allotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares. Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value C Price Per Share = $.01 Per Share)25.25 SCHEDULE D None.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION FOX FACTORY HOLDING CORP. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCHBOFA SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx X. Xxxxxxxxx Authorized Signatory For themselves itself and as Representatives Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $76.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $72.01, being an amount equal to the initial public offering price set forth above less $3.99 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option BofA Securities, Inc. 1,687,500 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 190,000 BTIG, LLC 95,000 Capital One Securities, Inc. 76,000 Fifth Third Securities, Inc. 76,000 Regions Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais LLC 76,000 TD Securities (USA) LLC 76,000 CJS Securities, Inc. Xxx-Xxxx61,750 Xxxxxxx Xxxxx & Company, Xxxxxx Inc. L.L.C. 61,750 Total 2,400,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares Number of Common Stock (Par Value $.01 Per Share)InitialSecurities to be Sold Maximum Number of OptionSecurities to Be Sold FOX FACTORY HOLDING CORP. 2,400,000 360,000 Total 2,400,000 360,000 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: DYNEX CAPITAL, INC. By /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Executive Vice President, Chief Operating Officer and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES LLC By /s/ Xxxxxx Xxxxxxxxx Authorized Signatory XXXXX, XXXXXXXX & XXXXX, INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: By /s/ Xxxxxxx Xxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $25.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $24.2125, being an amount equal to the initial public offering price set forth above less $0.7875 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities X.X. Xxxxxx Securities LLC 750,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 750,000 Credit Suisse Securities (USA) LLC 120,000 Ladenburg Xxxxxxxx & Co. Inc. 100,000 MLV & Co LLC 120,000 Sterne, Agee & Xxxxx, Inc. 80,000 X.X. Xxxx & Associates, Inc. 20,000 Xxxxxxx Capital Markets LLC 20,000 Deutsche Bank Securities Inc. 20,000 Maxim Group, LLC 20,000 Total 2,000,000 SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx LynchBe Sold DYNEX CAPITAL, PierceINC. 2,000,000 300,000 Total 2,000,000 300,000 SCHEDULE C-1 Pricing Terms See Pricing Term Sheet attached at Schedule C-2. SCHEDULE C-2 Issuer General Use Free Writing Prospectus Dated April 11, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. 2013 Filed Pursuant to Rule 433 Registration Statement No. Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx333-Xxxx173551 Relating to Preliminary Prospectus Supplement Dated April 11, Xxxxxx Inc. Total SCHEDULE 2013 to Prospectus Dated December 13,2011 DYNEX CAPITAL, INC. 7.625% Series B U.S.I. HOLDINGS CORPORATION · Shares of Common Cumulative Redeemable Preferred Stock (Par Value Liquidation Preference $.01 Per Share25,00 per share) FINAL PRICING TERMS Terms used but not defined herein have the meanings assigned to such terms in the Preliminary Prospectus Supplement. Issuer: Dynex Capital, Inc. Security: 7.625% Series B Cumulative Redeemable Preferred Stock Number of Shares: 2,000,000 shares (or 2,300,000 shares if the underwriters’ over-allotment option is exercised in full) Public Offering Price: $25.00 liquidation preference per share; $50,000,000 in aggregate liquidation preference (assuming the overallotment option is not exercised) Underwriting Discount: $0,7875 per share; $1,575,000 total (assuming the overallotment option is not exercised) Purchase Price by Underwriters: $24.2125 per share Net Proceeds to the Issuer, Before Expenses: $24.2125 per share: $48,425,000 total (assuming the overallotment option is not exercised); $55,688,750 total (if the underwriters’ overallotment option is exercised in full) Maturity: Perpetual (unless redeemed by the Issuer pursuant to its optional redemption or its special optional redemption rights or under circumstances intended to preserve the Issuer’s qualification as a REIT or, in accordance with the Issuer’s articles of incorporation, to avoid the direct or indirect imposition of a penalty tax in respect of, or protect the tax status of, any of the Issuer’s REMIC interests, or converted by an investor in connection with a Change of Control). Trade Date: April 11, 2013 Settlement Date: April 19, 2013 (T+6) Dividend Rate: 7.625% per annum of the $25.00 liquidation preference (equivalent to $1.90625 per annum per share) Dividend Payment Dates: January 15, April 15, July 15 and October 15. The first quarterly dividend payment will be July 15, 2013 and will be for the full dividend period from April 19, 2013 to July 15, 2013. Change of Control: Deemed to occur when, after the original issuance of the Series B Preferred Stock, the following have occurred and are continuing: • the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of the Issuer’s stock entitling that person to exercise more than 50% of the total voting power of all the Issuer’s stock entitled to vote generally in the election of the Issuer s directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and • following the closing of any transaction referred to in the bullet point above, neither the Issuer nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange, or the NYSE, the NYSE Amex Equities, or the NYSE Amex, or the Nasdaq Stock Market, or Nasdaq, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE Amex or Nasdaq.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Transaction Entities a counterpart hereof, whereupon this instrument, along with all counterparts, will become a valid and legally binding agreement among the Underwriters Underwriters, the Forward Sellers, the Forward Purchasers and the Company Transaction Entities in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION AMERICOLD REALTY TRUST By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Financial Officer and Executive Vice President AMERICOLD REALTY OPERATING PARTNERSHIP, L.P. By: Americold Realty Trust, its General Partner By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Financial Officer and Executive Vice President CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX CITIGROUP GLOBAL MARKETS INC. By: XXXXXXX LYNCH/s/ Xxxx Xxxxx Authorized Signatory BOFA SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED INC. By: /s/ Xxxxx Xxxxxxxxxxxxx Authorized Signatory XXXXXXX SACHS & CO. LLC By: /s/ Xxxx Xxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. CONFIRMED AND ACCEPTED, as of the date first above written: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxx Authorized Signatory BOFA SECURITIES, INC. By: /s/ Xxxxx Xxxxxxxxxxxxx Authorized Signatory XXXXXXX SACHS & CO. LLC By: /s/ Xxxx Xxxx Authorized Signatory As Forward Sellers CONFIRMED AND ACCEPTED, as of the date first above written: CITIBANK, N.A. By: /s/ Xxxx Xxxxx Authorized Signatory BANK OF AMERICA, N.A. By: /s/ Xxxxx Xxxxxxxxxxxxx Authorized Signatory XXXXXXX SACHS & CO. LLC By: /s/ Xxxx Xxxx Authorized Signatory As Forward Purchasers, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities Underwritten Shares to be Purchased if Maximum Option Exercised Citigroup Global Markets Inc 9,570,000 BofA Securities, Inc 5,742,000 Xxxxxxx Lynch, Pierce, Xxxxxx Sachs & Xxxxx Incorporated Co. LLC 4,147,000 X.X. Xxxxxx Securities LLC 1,914,000 Xxxxxx Xxxxxxx & Co. LLC 1,914,000 Rabo Securities USA, Inc 1,914,000 RBC Capital Markets, LLC 1,914,000 Truist Securities, Inc 1,914,000 BTIG, LLC 638,000 Citizens Capital Markets, Inc 638,000 Xxxxxxx Xxxxx & Associates, Inc 638,000 Regions Securities LLC 638,000 Xxxxxx X. Xxxxx & Co. Incorporated 159,500 Berenberg Capital Markets LLC 159,500 Total 31,900,000 Name of Forward Seller Number of Borrowed Underwritten Shares to be Sold Maximum Number Of Borrowed Option Shares to be Sold Citigroup Global Markets Inc. 10,633,334 1,595,000 BofA Securities, Inc. 10,633,333 1,595,000 Xxxxxxx Xxxxx & Co. LLC 10,633,333 1,595,000 Total 31,900,000 4,785,000. Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. XxxSch A-Xxxx, Xxxxxx Inc. Total I SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company MLPF&S a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Fund and the Company Adviser in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION THE GABELLI GLOBAL SMALL AND MID CAP VALUE TRUST By: Name: Title: GABELLI FUNDS, LLC By: Name: Title: CONFIRMED AND ACCEPTED, as As of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCHXXXXX, PIERCEXXXXXX, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory Name: Title: For themselves and as Representatives Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A The Gabelli Global Small and Mid Cap Value Trust 5.450% Series A Cumulative Preferred Shares Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Shares Xxxxxxx LynchXxxxx, PierceXxxxxx, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities 1,150,000 G.research, Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. Total 50,000 1,200,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · The purchase price to be paid by the Underwriters for the Shares shall be $24.2125 per share. SCHEDULE C Number of Common Stock Securities: 1,200,000 Dividend Rate (Par cumulative from May 10, 2016): 5.450% Settlement Date: May 10, 2016 Underwriting Discount per share: $0.7875 Optional Redemption Date: On or after May 10, 2021 Net Proceeds: $29,055,000 SCHEDULE D Rule 482 Statement Rule 482 ad filed under Rule 497 on May 5, 2016. SCHEDULE E Opinion of Skadden, Arps, Slate Xxxxxxx & Xxxx LLP SCHEDULE F-1 Opinion of Skadden, Arps, Slate Xxxxxxx & Xxxx LLP SCHEDULE F-2 Opinion of Internal Counsel to the Adviser SCHEDULE G THE GABELLI GLOBAL SMALL AND MID CAP VALUE TRUST TREASURER’S CERTIFICATE May 5, 2016 I, Xxxxx Xxxxxxx, Treasurer of The Gabelli Global Small and Mid Cap Value Trust Trust (the “Fund”) do hereby certify that I am the Treasurer and principal financial officer of the Fund. In that capacity, I have reviewed the Fund’s registration statement dated March 24, 2016 (the “Registration Statement”) and the preliminary prospectus dated May 5, 2016 (the “Preliminary Prospectus”), each relating to the offering of 1,200,000 of the Fund’s Series A Cumulative Preferred Shares, liquidation preference $.01 Per Share25.00 per share, par value $0.001 per share (the “Offering”). Based upon a review of the Fund’s financial records, schedules and analyses undertaken by myself or by members of my staff who are responsible for the Fund’s financial and accounting matters, I do hereby certify to the Underwriters, to the best of my information, knowledge and belief, that:

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholder in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION CONVEY HOLDING PARENT, INC. By /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer & Executive Vice President TPG CANNES AGGREGATION, L.P. By: TPG GenPar VIII, L.P., its general partner By: TPG GenPar VIII Advisors, LLC, its general partner By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as of the date first above written: BofA Securities, Inc. Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities LLC By: BOFA SECURITIES, INC. By /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director By: XXXXXXX XXXXX SACHS & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED LLC By /s/ Xxx Cocks Authorized Signatory By: X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: LLC By /s/ Xxxxxxxxx Xxxxxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $14.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $13.02, being an amount equal to the initial public offering price set forth above less $0.98 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Number of Name of Underwriter Initial Securities BofA Securities, Inc. 3,293,335 Xxxxxxx Sachs & Co. LLC 3,293,335 X.X. Xxxxxx Securities LLC 2,666,667 Barclays Capital Inc. 2,133,333 TPG Capital BD, LLC 933,333 Truist Securities, Inc. 666,666 Canaccord Genuity LLC 333,333 AmeriVet Securities, Inc. 6,666 Xxxxxxx Xxxxxxxx Shank & Co., LLC 6,666 Total 13,333,334 Sch A SCHEDULE B Number of Initial Securities Maximum Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx LynchSold Securities to Be Sold Convey Holding Parent, PierceInc. 11,666,667 — TPG Cannes Aggregation, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. L.P. 1,666,667 2,000,000 Total 13,333,334 15,333,334 Sch B SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)C-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Stockholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholder in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: LENDINGTREE, INC. By /s/ Xxxxxxx Xxxxx Title: Chairman and Chief Executive Officer SELLING STOCKHOLDER By /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXXRBC CAPITAL MARKETS, XXXXXX LLC SUNTRUST XXXXXXXX XXXXXXXX, INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory /s/ Xxxxxxx Xxxxx Title: Managing Director, Global Co-Head of Internet By: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxxxx Xxxxxx Title: Managing Director, Head of TMT Equity Capital Markets By: SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ Xxxx X.X. Xxxxxxxx, XX Title: Managing Director For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $115.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $108.10, being an amount equal to the initial public offering price set forth above less $6.90 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities 297,500 RBC Capital Markets, LLC 168,428 SunTrust Xxxxxxxx Xxxxxxxx, Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) 121,214 Guggenheim Securities, LLC 77,142 Xxxxxxx & Company, LLC 92,858 Xxxxxxxx Inc. Xxx-Xxxx, Xxxxxx Inc. 92,858 Total 850,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares Number of Common Stock (Par Value $.01 Per Share)Initial Securities to be Sold Maximum Number of Option Securities to Be Sold LENDINGTREE, INC. 725,000 127,500 XXXXXXX XXXXX 125,000 N/A Total 850,000 127,500 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Underwriters, the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Xxxxxxxx-Van Heusen Corporation By /s/ XXXX X. XXXXXXX Name: Xxxx X. Xxxxxxx Title: Senior Vice President CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXX XXXXXX - XXXX Name: Xxx Xxxxxx - Xxxx Title: Managing Director By: Authorized Signatory BARCLAYS CAPITAL INC. By /s/ XXXXXXX X. XXXXXXXX Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $66.50. The purchase price per share for the Securities to be paid by the several Underwriters shall be $63.6738, being an amount equal to the initial public offering price set forth above less $2.8262 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx 1,368,185 Barclays Capital Inc. 968,185 Deutsche Bank Securities Inc. . 968,185 Credit Suisse First Boston Securities (USA) LLC 968,185 RBC Capital Markets Corporation 250,000 BBVA Securities Inc. 68,180 Credit Lyonnais Agricole Securities (USA) Inc. Xxx-Xxxx68,180 Fortis Bank (Nederland) N.V. 68,180 HSBC Securities (USA) Inc. 68,180 X.X. Xxxxxx Securities Inc. 68,180 Scotia Capital (USA), Xxxxxx Inc. 68,180 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 68,180 Total 5,000,000 Sch A-1 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares Number of Common Stock (Par Value $.01 Per Share)Initial Securities to be Sold Maximum Number of Option Securities to Be Sold Xxxxxxxx-Van Heusen Corporation 5,000,000 750,000 Total 5,000,000 750,000 Sch B - 1 SCHEDULE C Issuer Free Writing Prospectuses None. Sch C - 1 SCHEDULE D List of Persons Delivering the Lock-Up Agreement contained in Exhibit D Xxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxx Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxx Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Xxxxx Xxxxx Xxxxx Xxxxxx

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: 8X8, INC. By /s/ Xxx Xxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. ByBY: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED ByBy /s/ Xxxx Xxxxxxx Authorized Signatory BY: BARCLAYS CAPITAL INC. By /s/ Xxxxxxxx Xxxx Authorized Signatory BY: DEUTSCHE BANK SECURITIES INC. By /s/ Xxxxx Xxxxxxx Authorized Signatory By /s/ Xxxxx Xxxxxxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $9.25. The purchase price per share for the Securities to be paid by the several Underwriters shall be $8.7875, being an amount equal to the initial public offering price set forth above less $0.4625 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx 4,500,000 Barclays Capital Inc. 3,437,500 Deutsche Bank Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx2,812,500 Xxxxxxx & Company, LLC 1,250,000 Xxxxx-XxxxXxxxxx Capital Group, Xxxxxx Inc. LLC 250,000 Xxxxxxxxx & Company LLC 250,000 Total 12,500,000 Sch A-1 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: XXXX MARITIME LIMITED By Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX UBS SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: UBS SECURITIES LLC By Authorized Signatory By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[·]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[·], being an amount equal to the initial public offering price set forth above less $[·] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx UBS Securities LLC Sunrise Securities Corp. Xxxxxxxxxxx & Co. Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Xxxxxxx Xxxx & Company L.L.C. Cantor Xxxxxxxxxx & Co. BNP Paribas Securities (USA) Corp. UniCredit Capital Markets, Inc. Xxx-Xxxx, Xxxxxx Inc. DVB Capital Markets LLC Total 11,250,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B-1 Pricing Terms

Effect of Headings. The Section section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart counterparts hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION JERSEY CENTRAL POWER & LIGHT COMPANY as Issuer By: :__________________________________ Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX GREENWICH CAPITAL MARKETS, INC. By:___________________________________ Name: Title: MXXXXX SXXXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By:___________________________________ Name: Authorized Signatory For themselves Title: UBS SECURITIES LLC By:___________________________________ Name: Title: By:___________________________________ Name: Title: WACHOVIA CAPITAL MARKETS, LLC By:___________________________________ Name: Title: Acting as representatives of the several Underwriters named in Schedule I. Schedule I Underwriters Principal Amount of Notes Greenwich Capital Markets, Inc. $75,000,000 Mxxxxx Sxxxxxx & Co. Incorporated 75,000,000 UBS Securities LLC 75,000,000 Wachovia Capital Markets, LLC 75,000,000 Total $300,000,000 Sch I Schedule II Schedule of Issuer Free Writing Prospectuses · Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Sch. II ANNEX A TO SCHEDULE II Final Term Sheet Attached hereto. Sch. II, Annex A-1 Filed Pursuant to Rule 433 Registration No. 333-153608-03 January 22, 2000 Xxxxxx Xxxxxxx Power & Light Company Pricing Term Sheet Issuer Jersey Central Power & Light Company Anticipated Ratings* Baa2/BBB (Mxxxx’x/S&P) Principal Amount $300,000,000 Security Type 7.35% Senior Notes Due 2019 Trade Date January 22, 2009 Settlement Date January 27, 2009; T+3 Maturity Date February 1, 2019 Coupon Payment Dates Semi-annual payments in arrears on February 1 and August 1 of each year, beginning on August 1, 2009 Call Structure Make-whole call at T+50 bps Benchmark 3.75% due November 15, 2018 Benchmark Price 109-23+ Benchmark Yield 2.618% Reoffer Spread 475 bps Reoffer Yield 7.368% Coupon 7.35% Price 99.873% of principal amount Net Proceeds (%) 99.223% Net Proceeds ($) $297,669,000 Joint-Bookrunners Greenwich Capital Markets, Inc. (25%) Mxxxxx Sxxxxxx & Co. Incorporated (25%) UBS Securities LLC (25%) Wachovia Capital Markets, LLC (25%) CUSIP 400000XX0 ISIN US476556DA05 * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the prospectus for this offering in that registration statement, and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online database (EXXXX) at wxx.xxx.xxx. Alternatively, you may obtain a copy of the prospectus from Greenwich Capital Markets, Inc. by calling toll-free at 1-000-000-0000, Mxxxxx Sxxxxxx & Co. Incorporated by calling toll-free at 1-866-718-1649, UBS Securities LLC by calling toll-free at 1-000-000-0000, ext. 561-3884, or Wachovia Capital Markets, LLC by calling toll-free at 1-000-000-0000. Sch. II, Annex A-2 Schedule III Subsidiaries Name of Subsidiary Business State of Organization % Ownership JCP&L Transition Funding LLC Special-Purpose Finance Delaware 100% JCP&L Transition Funding II LLC Special-Purpose Finance Delaware 100% Sch. III -1 Exhibit A-1 FORM OF IN-HOUSE OPINION Greenwich Capital Markets, Inc. Mxxxxx Sxxxxxx & Co. Incorporated UBS Securities LLC Wachovia Capital Markets, LLC As Representatives of the Underwriters named in Schedule I to the Underwriting Agreement (as defined below) c/o Greenwich Capital Markets, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Mxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 UBS Securities LLC 600 Xxxxxxxxxx Xxxx. Xxxxxxxx, Xxxxxxxxxxx 00000 Wachovia Capital Markets, LLC One Wachovia Center, 6th Floor 300 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000 Ladies and Gentlemen: I am Associate General Counsel of FirstEnergy Corp., and have acted as counsel to its wholly-owned subsidiary, Jersey Central Power & Light Company, a New Jersey corporation (the “Company”), in connection with the issuance and sale by the Company pursuant to the Underwriting Agreement, dated January 22, 2009, among Greenwich Capital Markets, Inc., Mxxxxx Sxxxxxx & Co. Incorporated, UBS Securities LLC and Wachovia Capital Markets, LLC, as Representatives of the other Underwriters named in listed on Schedule A heretoI thereto (collectively, the “Underwriters”), and the Company (the “Underwriting Agreement”) of $300,000,000 aggregate principal amount of the Company’s 7.35% Senior Notes due 2019 (the “Notes”). SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities The Notes are to be Purchased if Maximum Option Exercised Xxxxxxx Lynchissued under the Company’s Senior Note Indenture, Piercedated as of July 1, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. 1999, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), as heretofore supplemented (the “Senior Note Indenture”) and as to be further supplemented, for the issuance of the Notes, by a Company Order issued pursuant to resolutions of the board of directors of the Company to be effective on or about January 26, 2009 (the “Company Order,” and, together with the Senior Note Indenture, hereinafter referred to as the “Indenture”). Credit Suisse First Boston Corporation Credit Lyonnais Securities (USAThis opinion is rendered at the request of the Underwriters pursuant to Section 6(d) Inc. Xxx-Xxxxof the Underwriting Agreement. All capitalized terms used in this letter, Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares without definition, have the meanings assigned to them in the Underwriting Agreement. For purposes of Common Stock (Par Value $.01 Per Share)this opinion, I or persons under my supervision and control have reviewed:

Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrumentAgreement, along with all counterparts, will become a binding agreement among the Underwriters between you and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION POST PROPERTIES, INC., for itself and, as the general partner, on behalf of POST APARTMENT HOMES, L.P. By: /s/ John X. Xxxxxxxx -------------------------------- Name: John X. Xxxxxxxx Title: Chairman of the Board and Chief Executive Officer CONFIRMED AND ACCEPTED, ACCEPTED as of the date first above written: XXXXXXX XXXXX MERRXXX XXXCX & COXO. XXXXXXX LYNCHMerrxxx Xxxch, PIERCEPierce, XXXXXX Fennxx & XXXXX INCORPORATED X.X. XXXXXX SECURITIES Xmitx Incorporated By: /s/ Tjarxx X. Xxx Xxxxxxxx --------------------------------------- Name: Tjarxx X. Xxx Xxxxxxxx Title: Director Exhibit A POST PROPERTIES, INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES a Georgia corporation Common Stock, Preferred Stock and Depositary Shares TERMS AGREEMENT To: Post Properties, Inc. 3350 Xxxxxxxxxx Xxxxxx, X.X. Xxxxx 0000 Xxxxxxx, XX 00000 Xxdies and Gentlemen: We understand that Post Properties, Inc., a Georgia corporation (USAthe "Company"), proposes to issue and sell [_____ shares of its common stock, par value $.01 per share (the "Common Stock")] [_____ shares of its preferred stock, par value $.01 per share (the "Preferred Stock")] [in the form of _____ depositary shares (the "Depositary Shares") INCeach representing ____ of a share of Preferred Stock] (such securities also being hereinafter referred to as the "Initial Underwritten Securities"). XXX-XXXXSubject to the terms and conditions set forth or incorporated by reference herein, XXXXXX INCwe [the underwriters named below (the "Underwriters")] offer to purchase, severally and not jointly, the number of Underwritten Securities [opposite their names set forth below at the purchase price set forth below, and a proportionate share of Option Underwritten Securities set forth below, to the extent any are purchased. ByNumber Underwriter of Initial Underwritten Securities Total [$] The Underwritten Securities shall have the following terms: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By[Common Stock] Title: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities shares: Number of Option Securities to be Purchased Underwritten Securities: Initial public offering price per share: $ Purchase price per share: $ Listing requirements: Black-out provisions: Lock-up provisions: Other terms and conditions: Closing date and location: [Preferred Stock] Title: Rank: Ratings: Number of shares: Number of Option Underwritten Securities: Dividend rate (or formula) per share: $ Dividend payment dates: Stated value: $ Liquidation preference per share: $ Redemption provisions: Sinking fund requirements: Conversion provisions: Listing requirements: Black-out provisions: Initial public offering price per share: $____ plus accumulated dividends, if Maximum Option Exercised Xxxxxxx Lynchany, Piercefrom _____ Purchase price per share: $____ plus accumulated dividends, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxxif any, Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)from _____ Other terms and conditions: Closing date and location: [Depositary Shares]

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Transaction Entities and the Manager a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Transaction Entities and the Company Manager in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION SAFEHOLD INC. By: /s/ Bxxxx Xxxxx Name: Bxxxx Xxxxx Title: Executive Vice President SAFEHOLD OPERATING PARTNERSHIP LP By: Safehold OP GenPar LLC, as General Partner By: /s/ Bxxxx Xxxxx Name: Bxxxx Xxxxx Title: Executive Vice President SFTY MANAGER LLC By: /s/ Bxxxx Xxxxx Name: Bxxxx Xxxxx Title: Executive Vice President CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX GXXXXXX SACHS & CO. XXXXXXX LYNCHLLC By: /s/ C.X. Xxxxx Authorized Signatory BOFA SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, /s/ Cxxxx Xxxxxx Authorized Signatory J.X. XXXXXX & XXXXX INCORPORATED SECURITIES LLC By: /s/ Hxxxx Xxxxxxxxx Authorized Signatory MXXXXX SXXXXXX & CO. LLC By: /s/ Jxx Xxxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $76.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $72.96, being an amount equal to the initial public offering price set forth above less $3.04 per share, subject to adjustment in accordance with Section 2(b) for distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx LynchGxxxxxx Sxxxx & Co. LLC 396,004 BofA Securities, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Inc. 308,000 J.X. Xxxxxx Securities LLC 308,000 Mxxxxx Sxxxxxx & Co. LLC 308,000 Barclays Capital Inc. . Credit Suisse First Boston Corporation Credit Lyonnais 172,332 Mizuho Securities (USA) USA LLC 172,332 Truist Securities, Inc. Xxx-Xxxx172,332 Capital One Securities, Xxxxxx Inc. 110,000 Rxxxxxx Jxxxx & Associates, Inc. 110,000 SMBC Nikko Securities America, Inc. 110,000 Berenberg Capital Markets LLC 33,000 Total 2,200,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters Issuers and the Company Initial Purchasers in accordance with its terms. Very truly yours, U.S.I. HOLDINGS ATLANTIC BROADBAND FINANCE, LLC ATLANTIC BROADBAND FINANCE, INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Chief Financial Officer GUARANTORS: ATLANTIC BROADBAND MANAGEMENT, LLC ATLANTIC BROADBAND (MIAMI), LLC ATLANTIC BROADBAND (XXXXXX), LLC ATLANTIC BROADBAND (PENN), LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XX XXXXX SECURITIES CORPORATION By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For itself and as Representative of the other Initial Purchasers named in Schedule A hereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Issuers and the Initial Purchasers in accordance with its terms. Very truly yours, ATLANTIC BROADBAND FINANCE, LLC ATLANTIC BROADBAND FINANCE, INC. By: Name: Title: GUARANTORS: ATLANTIC BROADBAND MANAGEMENT, LLC ATLANTIC BROADBAND (MIAMI), LLC ATLANTIC BROADBAND (XXXXXX), LLC ATLANTIC BROADBAND (PENN), LLC By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX XX XXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxx Authorized Signatory Xxxxx Xxxxxx For themselves itself and as Representatives Representative of the other Underwriters Initial Purchasers named in Schedule A hereto. SCHEDULE A Name of Underwriter Number Initial Purchaser Principal Amount of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx $ 135,000,000 XX Xxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. $ 15,000,000 Total $ 150,000,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value ATLANTIC BROADBAND FINANCE, LLC ATLANTIC BROADBAND FINANCE, INC. $.01 Per Share)150,000,000 9-3/8% Senior Subordinated Notes due 2014

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Shareholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION AMERESCO, INC. By: /s/ Xxxxxxx Xxxxx Hole Name: Xxxxxxx Xxxxx Hole Title: Senior Vice President, Chief Financial Officer [Signature Page to Underwriting Agreement] The Selling Shareholders, acting severally By: /s/ Xxxxxxx Xxxxx Hole Name: Xxxxxxx Xxxxx Hole Title: Attorney-in-Fact acting on behalf of the Selling Shareholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX BOFA SECURITIES, INC. By /s/ Xxxxx Xxxxxxxxx Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. XXXXXXXXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: By /s/ Xxxxx Xxxxxxx Authorized Signatory For themselves itself and as Representatives Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price per share for the Securities shall be $44.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $42.02, being an amount equal to the public offering price set forth above less $1.98 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities BofA Securities, Inc. 784,000 Xxxxxxxxxxx & Co. Inc. 688,000 Xxxxxx X. Xxxxx & Co. Incorporated 320,000 Canaccord Genuity Inc. 320,000 Guggenheim Securities, LLC. 320,000 Xxxxxxx Xxxxx & Company, L.L.C. 320,000 Xxxx Capital Partners, LLC 288,000 Xxxxx-Xxxxxx Capital Group LLC 160,000 Total 3,200,000 SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx LynchBe Sold Ameresco, Pierce, Inc. 2,500,000 375,000 Xxxxxx & X. Xxxxxxxxxx 528,264 105,000 Xxxx Xxxxxxxx 19,000 — Xxxxxx X. Xxxxxxxxx 27,736 — Xxxxxx Xxxxxxxxx 17,000 — Xxxxx Incorporated X.X. X. Xxxxxxxx 8,000 — Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. X. Xxxxxxxxxx 2012 Delaware Dynasty Trust 100,000 — Total 3,200,000 480,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)C-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholder in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: VENATOR MATERIALS PLC By /s/ Xxxx X. Xxxxxx Title: SVP, GC and CCO HUNTSMAN (HOLDINGS) NETHERLANDS B.V. By /s/ Xxxx Xxxxxxx Title: Authorized Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED CITIGROUP GLOBAL MARKETS INC. XXXXXXX SACHS & CO. LLC X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx Xxxxxxxx Authorized Signatory By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxx III Authorized Signatory By: XXXXXXX SACHS & CO. LLC By: /s/ Xxxx Xxxxxxx Authorized Signatory By: X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. [Signature Page to Underwriting Agreement] SCHEDULE A The offering price per share for the Securities shall be $22.50. The purchase price per share for the Securities to be paid by the several Underwriters shall be $21.65625, being an amount equal to the offering price set forth above less $0.84375 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 5,163,404 Citigroup Global Markets Inc. 5,163,404 Xxxxxxx Sachs & Co. LLC 5,163,404 X.X. Xxxxxx Securities LLC 2,816,402 Barclays Capital Inc. . Credit Suisse First Boston Corporation Credit Lyonnais 628,761 Deutsche Bank Securities Inc. 628,761 UBS Securities LLC 471,571 RBC Capital Markets, LLC 392,976 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 392,976 Moelis & Company LLC 392,976 HSBC Securities (USA) Inc. Xxx-235,785 Nomura Securities International, Inc. 235,785 Academy Securities, Inc. 78,595 Total 21,764,800 SCHEDULE A-1 Notices Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Syndicate Department Facsimile: (000) 000-0000, with a copy to ECM Legal (facsimile: (000) 000-0000) Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Facsimile: (Par Value $.01 Per Share)000) 000-0000 Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Registration Department Facsimile:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION ING GROEP N.V. By: /s/ K.I.D. Xxxxxxxx Name:X.X.X Xxxxxxxx Title:Authorized Signatory By: /s/ X.X. xxx xxx Xxxxx Name:X.X. xxx xxx Xxxxx Title: CONFIRMED AND ACCEPTED, :Legal Counsel Confirmed and Accepted as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCHBarclays Capital Inc. BNP Paribas Securities Corp. BofA Securities, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES Inc. Citigroup Global Markets Inc. ING Financial Markets LLC Scotia Capital (USA) INC. XXX-XXXXInc. Standard Chartered Bank XX Xxxxx Fargo Securities, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For LLC Acting severally on behalf of themselves and as Representatives of the other Underwriters named in Schedule A 1 hereto. SCHEDULE A Name By: BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director By: BNP PARIBAS SECURITIES CORP. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director By: BOFA SECURITIES, INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director By: ING FINANCIAL MARKETS LLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director By: SCOTIA CAPITAL (USA) INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director & Head of U.S. Debt Origination By: STANDARD CHARTERED BANK AG By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director By: XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Schedule 1 Underwriters Underwriter Number Principal Amount of Initial 2030 Notes Principal Amount of 2035 Notes Barclays Capital Inc. $ 168,000,000 $ 168,000,000 BNP Paribas Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx LynchCorp. $ 168,000,000 $ 168,000,000 BofA Securities, PierceInc. $ 168,000,000 $ 168,000,000 Citigroup Global Markets Inc. $ 168,000,000 $ 168,000,000 ING Financial Markets LLC $ 174,000,000 $ 174,000,000 Scotia Capital (USA) Inc. $ 168,000,000 $ 168,000,000 Standard Chartered Bank AG $ 168,000,000 $ 168,000,000 Xxxxx Fargo Securities, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx LLC $ 168,000,000 $ 168,000,000 BMO Capital Markets Corp. $ 37,500,000 $ 37,500,000 CIBC World Markets Corp. $ 37,500,000 $ 37,500,000 Xxxxxxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais $ 37,500,000 $ 37,500,000 TD Securities (USA) Inc. XxxLLC $ 37,500,000 $ 37,500,000 Total $ 1,500,000,000 $ 1,500,000,000 Schedule 2 Issuer Free Writing Prospectus Final Term Sheets dated March 11, 2024 containing the final terms of the Securities substantially as set forth in Schedule 3 hereto Schedule 3 Final Term Sheets ING GROEP N.V. Filed pursuant to Rule 433(d) Registration Statement File No. 333-Xxxx266516 Dated March 11, Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares 2024 Filed pursuant to Rule 433(d) Dated March 11, 2024 Registration Statement No. 333-266516 Free Writing Prospectus (To Preliminary Prospectus Supplement dated March 11, 2024 and Prospectus dated August 19, 2022) ING Groep N.V. $1,500,000,000 5.335% Callable Fixed-to-Floating Rate Senior Notes due 2030 (the “Notes”) Pricing Term Sheet Issuer: ING Groep N.V. (“ING”) Status: Senior, Unsecured Format: SEC Registered Global Notes – Callable Fixed-to-Floating Rate Principal Amount: $1,500,000,000 Trade Date: March 11, 2024 Expected Settlement Date*: March 19, 2024 (T+6) Interest Commencement Date: Expected Settlement Date Maturity Date: March 19, 2030 (6 years) Call Date: March 19, 2029 (5 years) Coupon: 5.335% Interest Payment Dates: Fixed Rate Period: interest will be payable semi-annually in arrear on March 19 and September 19 of Common Stock each year, commencing on September 19, 2024 and ending on the Call Date (Par Value each, a “Fixed Rate Interest Payment Date”). Floating Rate Period: interest will be payable quarterly in arrear on March 19, June 19, September 19 and December 19, commencing on June 19, 2029 and ending on the Maturity Date (each, a “Floating Rate Interest Payment Date”). Benchmark Treasury: 4.250% UST due February 28, 2029 Benchmark Treasury Price / Yield: 100-23+ / 4.085% Spread to Benchmark Treasury: UST + 125 bps Re-Offer Yield: 5.335% Issue Price: 100.000% Underwriting Commission: 0.210% Net Proceeds: $.01 Per Share1,496,850,000 Fixed Rate Period and Fixed Interest Rate: From and including the Interest Commencement Date to but excluding the Call Date (the “Fixed Rate Period”), the Notes shall accrue interest at a rate of 5.335% per annum Floating Rate Period and Floating Interest Rate: From and including the Call Date to but excluding the Maturity Date (the “Floating Rate Period”), the Notes will bear interest at a rate equal to the SOFR Index Average (calculated as described in the section titled “Description of Notes—Calculation of Interest During the Floating Rate Period”, beginning on page S-26 of the Preliminary Prospectus Supplement) plus 144 basis points (the “Margin”) Relevant Screen Page: SOFRINDX Index Floating Rate Interest Period: During the Floating Rate Period, the period beginning on (and including) a Floating Rate Interest Payment Date and ending on (but excluding) the following Floating Rate Interest Payment Date; provided, however, that the initial Floating Rate Interest Period will be the period from (and including) the Call Date, to (but excluding) the initial Floating Rate Interest Payment Date Floating Rate Interest Determination Dates: Each date that is two U.S. Government Securities Business Days prior to each Floating Rate Interest Payment Date SOFR IndexStart: The SOFR Index value on the date that is two U.S. Government Securities Business Days prior to the first day of the relevant Floating Rate Interest Period SOFR IndexEnd: The SOFR Index value on the date that is two U.S. Government Securities Business Days prior to the Floating Rate Interest Payment Date relating to such Floating Rate Interest Period (or in the final Floating Rate Interest Period, the Maturity Date)

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. *** If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION INTERCEPT PHARMACEUTICALS, INC. By: /s/ Bxxxxxx Xxxxxx Name: Bxxxxxx Xxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX CITIGROUP GLOBAL MARKETS INC. By: XXXXXXX LYNCH/s/ Kxxxxxxx Xxxxx Name: Kxxxxxxx Xxxxx Title: Director RBC CAPITAL MARKETS, PIERCE, XXXXXX & XXXXX INCORPORATED LLC By: Authorized Signatory /s/ Nxxx X. Xxxxx Name: Nxxx X. Xxxxx Title: Managing Director For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price per share for the Securities shall be $176.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $166.32, being an amount equal to the public offering price set forth above less $9.68 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx LynchCitigroup Global Markets Inc. 400,000 RBC Capital Markets, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx LLC 250,000 Deutsche Bank Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais 90,000 BMO Capital Markets Corp. 50,000 Nomura Securities (USA) International, Inc. Xxx-Xxxx40,000 Wedbush Securities Inc. 40,000 JMP Securities LLC 32,500 Nxxxxxx & Company, Xxxxxx LLC 32,500 Oxxxxxxxxxx & Co. Inc. Total 32,500 Summer Street Research Partners 32,500 Total: 1,000,000 Sch A SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters Initial Purchaser, the Company, and the Company Guarantors in accordance with its terms. Very truly yours, U.S.I. HOLDINGS GENERAL CABLE CORPORATION By: By /s/ Rxxxxx X. Xxxxxx Name: Rxxxxx X. Xxxxxx Title: Executive Vice President, General Counsel and Secretary GENCA CORPORATION GENERAL CABLE INDUSTRIES, INC. GENERAL CABLE INDUSTRIES LLC GENERAL CABLE MANAGEMENT LLC GENERAL CABLE OVERSEAS HOLDINGS, INC. GENERAL CABLE TECHNOLOGIES CORPORATION GENERAL CABLE TEXAS OPERATIONS L.P. GK TECHNOLOGIES, INCORPORATED DIVERSIFIED CONTRACTORS, INC. MARATHON MANUFACTURING HOLDINGS, INC. MARATHON STEEL COMPANY MLTC COMPANY By /s/ Rxxxxx X. Xxxxxx Name: Rxxxxx X. Xxxxxx Title: Executive Vice President, General Counsel and Secretary CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX MXXXXXX XXXXX, PXXXXX, FXXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX SXXXX INCORPORATED By: /s/ Gxxxxxxx X. Xxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name Pricing Supplement Sch A-1 Term sheet/pricing supplement To preliminary offering memorandum dated September 25, 2007 This term sheet/pricing supplement relates only to the securities described below and should be read together with the preliminary offering memorandum dated September 25, 2007 (including the documents incorporated by reference in the preliminary offering memorandum) relating to these securities. ~ $415,000,000 1.00% Senior Convertible Notes Due 2012 ~ General Cable Corporation Gross Proceeds: $415,000,000 Overallotment Option: $60,000,000 Issuer: General Cable Corporation Ticker/Exchange: BGC/NYSE Net Proceeds: Approximately $403.0 million after deducting the initial purchaser’s discounts, commissions and estimated offering expenses of Underwriter Number of Initial Securities Number of Option Securities $12.0 million (or approximately $461.6 million if the initial purchaser exercises its overallotment option to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Sharepurchase additional notes in full).

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION MB FINANCIAL, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxxxxxxx Xxxxxx Authorized Signatory UBS Securities LLC By: /s/ Xxxxx Xxxxx Xxxxx Xxxxx, Director By: /s/ Ahmet Yetis Ahmet Yetis, Executive Director X.X. Xxxxxx Securities Inc. LLC By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx, Executive Director Sandler X’Xxxxx & Partners, L.P. By: Sandler X’Xxxxx & Partners Corp., the sole general partner By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx An Officer of the Corporation SCHEDULE A The initial public offering price per share for the Depositary Share shall be $25.00. Credit Suisse First Boston Corporation Credit Lyonnais The purchase price per Depositary Share to be paid by the several Underwriters shall be $24.2125 (in the case of Securities sold to retail investors) and $24.50 (USAin the case of Securities sold to institutional investors), being an amount equal to the initial public offering price set forth above less a discount of $0.7875 per Depositary Share (in the case of Securities sold to retail investors) Inc. Xxx-Xxxxand $0.50 per Depositary Share (in the case of Securities sold to institutional investors). Name of Underwriters Number of Securities Xxxxxxx Lynch, Pierce, Xxxxxx Inc. & Xxxxx Incorporated 2,400,000 UBS Securities LLC 2,400,000 X.X. Xxxxxx Securities LLC 1,600,000 Sandler X’Xxxxx & Partners, L.P. 1,600,000 Total 8,000,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)Issuer Free Writing Prospectuses

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company CNX Parties a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company CNX Parties in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION CONSOL ENERGY INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Administrative Officer CNX COAL RESOURCES LP By: CNX Coal Resources GP LLC its general partner By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: General Counsel and Secretary CNX COAL RESOURCES GP LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: General Counsel and Secretary CNX OPERATING LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: General Counsel and Secretary CNX THERMAL HOLDINGS LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: General Counsel and Secretary CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INCXXXXX FARGO SECURITIES, LLC For themselves and as Representative of the other Underwriters named in Exhibit A hereto. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For themselves and as Representatives of /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director EXHIBIT A The initial public offering price per unit shall be $15.00. The purchase price per unit to be paid by the other several Underwriters named in Schedule A heretoshall be $14.10, being an amount equal to the initial public offering price set forth above less $0.90 per unit. SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Firm Units Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . 1,009,000 Xxxxx Fargo Securities, LLC 687,500 Xxxxxxxxx LLC 637,500 Citigroup Global Markets Inc 450,000 Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) LLC 400,000 X.X. Xxxxxx Securities LLC 400,000 BB&T Capital Markets, a division of BB&T Securities, LLC 300,000 Xxxxxxx, Xxxxx & Co 250,000 The Huntington Investment Company. 250,000 Xxxxxx, Xxxxxxxx & Company, Incorporated. 150,000 Evercore Group L.L.C 116,000 Nomura Securities International, Inc 100,000 Scotia Capital (USA) Inc. Xxx-Xxxx100,000 Clarkson Capital Markets LLC. 50,000 Xxxxx and Company, Xxxxxx LLC. 50,000 Xxxxx Brothers Investment Research, Inc. 50,000 Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)5,000,000 Exh A-1 EXHIBIT B-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Partnership a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its termsbetween us. Very truly yours, U.S.I. HOLDINGS CORPORATION NEXTERA ENERGY PARTNERS, LP By: NextEra Energy Partners GP, Inc., its general partner By: XXXXX X. ROBO Name: Xxxxx X. Robo Title: CONFIRMED AND ACCEPTEDChief Executive Officer NEXTERA ENERGY PARTNERS GP, INC. By: XXXXX X. ROBO Name: Xxxxx X. Robo Title: Chief Executive Officer [Signature Page to Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above writtenwritten above: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By XXX XXXXX Name: Xxx Xxxxx Title: Executive Director UBS SECURITIES LLC By XXXX XXXXX Name: Xxxx Xxxxx Title: Executive Director By XXXXX XXXXX Name: Xxxxx Xxxxx Title: Associate Director XXXXX FARGO SECURITIES, LLC By XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Director SCHEDULE A The purchase price per unit for the Units to be paid by the several Underwriters shall be $28.56, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Partnership and payable on the Initial Units but not payable on the Option Units. Name of Underwriter Underwriters Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Units Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,253,500 Xxxxxx Xxxxxxx & Co. LLC 2,253,500 UBS Securities LLC 2,253,500 Xxxxx Fargo Securities, LLC 2,253,500 Deutsche Bank Securities Inc. 694,000 X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-LLC 694,000 Total 10,402,000 Name of Representatives Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Inc. Total Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 UBS Securities LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Securities, LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Schedule A-1 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)Operating Subsidiaries Adelanto Solar, LLC Adelanto Solar II, LLC Adelanto Solar Funding, LLC Adelanto Solar Holdings, LLC Ashtabula Wind III, LLC Xxxxxxx Wind Holdings, LLC Xxxxxxx Wind, LLC Bayhawk Wind Holdings, LLC Bayhawk Wind, LLC Bornish Wind Holdings, LP Bornish Wind Holdings GP, ULC Bornish Wind Holdings GP, LLC Bornish Wind LP, ULC Canyon Wind Holdings, LLC Canyon Wind, LLC Cedar Bluff Wind, LLC Conestogo Wind GP, Inc. Conestogo Wind, LP Eagle Ford Midstream, LP East Durham Wind Holdings GP, LLC East Durham Wind Holdings GP, ULC East Durham Wind Holdings, LP East Durham Wind, ULC Elk City Wind Holdings, LLC Elk City Wind, LLC FPL Energy Stateline Holdings, L.L.C. FPL Energy Vansycle L.L.C. Genesis Solar Funding Holdings, LLC Genesis Solar Funding, LLC Genesis Solar Holdings, LLC Genesis Solar, LLC Golden Hills Interconnection, LLC Golden Hills Wind, LLC Goshen Wind Holdings GP, LLC Goshen Wind Holdings GP, ULC Goshen Wind Holdings, LP Goshen Wind, ULC Jericho Wind BC Holdings, ULC Jericho Wind Holdings GP, LLC Jericho Wind Holdings GP, ULC Jericho Wind Holdings, LP Jericho Wind Funding GP, LLC Jericho Wind Funding GP, ULC Schedule B-1 Jericho Wind, ULC Jericho Wind Funding, LP Jericho Wind GP, LLC Jericho Wind GP, ULC Jericho Wind, XX Xxxxxxx Wind Holdings GP, LLC Xxxxxxx Wind Holdings GP, ULC Xxxxxxx Wind Holdings, XX Xxxxxxx Wind, ULC LaSalle Pipeline, LP Mammoth Plains Wind Project Holdings, LLC Mammoth Plains Wind Project, LLC XxXxx Solar, LLC XxXxx Solar Funding, LLC XxXxx Solar Holdings, LLC Meadowlark Wind, LLC Meadowlark Wind Holdings, LLC Mission Natural Gas Company, LP Mission Valley Pipeline Company, LP Monument Pipeline, XX Xxxxx Solar GP, LLC Xxxxx Solar GP, ULC Xxxxx Solar, ULC Xxxxx Solar, LP Mountain Prairie Wind Holdings, LLC Mountain Prairie Wind, LLC NET General Partners, LLC NET Holdings Management, LLC NET Midstream, LLC NET Mexico Pipeline, LP NET Mexico Pipeline Partners, LLC NET Pipeline Holdings, LLC NextEra Desert Center Blythe, LLC NextEra Energy Canada Partners Holdings, ULC NextEra Energy US Partners Holdings, ULC NextEra Energy Partners Acquisitions, LLC NextEra Energy Partners Solar Acquisitions, LLC NextEra Energy Partners Ventures, LLC Northern Colorado Wind Energy, LLC Palo Duro Wind Energy, LLC Palo Duro Wind Interconnection Services, LLC Palo Duro Wind Portfolio, LLC Palo Duro Wind Project Holdings, LLC Xxxxxx Ranch Wind, LLC Red Gate Pipeline, LP SCI Holding, ULC SCIH GP, ULC Xxxxxxx Wind Holdings, LLC Xxxxxxx Wind II, LLC Xxxxxxx Wind Interconnection Services, LLC Xxxxxxx Wind Investments, LLC Xxxxxxx Wind Portfolio, LLC Xxxxxxx Wind, LLC Shafter Solar Holdings, LLC Shafter Solar, LLC Sombra Solar GP, LLC Sombra Solar GP, ULC Sombra Solar, ULC Sombra Solar, LP South Shore Pipeline L.P. St. Clair GP, LLC St. Clair GP, ULC St. Clair Holding, ULC St. Clair Investment Holding, LP St. Xxxxx Xxxxx Holding LP, LLC St. Xxxxx Xxxxx Holding LP, ULC St. Xxxxx Xxxxx Holding, LP St. Clair MS Investment GP, LLC St. Clair Solar, LP St. Clair Sombra Holding LP, LLC St. Clair Sombra Holding LP, ULC St. Clair Sombra Holding, LP Strathroy Wind GP, Inc. Summerhaven Wind, LP Trillium Funding GP Holding, Inc. Trillium Funding GP, Inc. Trillium HoldCo GP, Inc. Trillium HoldCo, LP Trillium Wind Holdings, LP Trillium Windpower, LP Tuscola Bay Wind, LLC Varna Wind Funding GP, LLC Varna Wind Funding GP, ULC Varna Wind Funding, LP Varna Wind, ULC Varna Wind GP, LLC Varna Wind GP, ULC Varna Wind Holdings GP, LLC Varna Wind Holdings GP, ULC Varna Wind Holdings, LP Varna Wind, LP Schedule B-3 SCHEDULE C Material Operating Subsidiaries Genesis Solar, LLC NET Holdings Management, LLC SCHEDULE D‑1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters Underwriters, the Company and the Company Adviser in accordance with its terms. Very truly yours, U.S.I. HOLDINGS COMPANY: TORTOISE CAPITAL RESOURCES CORPORATION ByBy Name: Title: ADVISER: TORTOISE CAPITAL ADVISORS, LLC By Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX MXXXXXX LXXXX & CO. XXXXXXX MXXXXXX LYNCH, PIERCE, XXXXXX FXXXXX & XXXXX SXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXXSXXXXX, XXXXXX INC. XXXXXXXX & COMPANY, INCORPORATED WACHOVIA CAPITAL MARKETS, LLC By: XXXXXXX MXXXXXX LYNCH, PIERCE, XXXXXX FXXXXX & XXXXX SXXXX INCORPORATED By: By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Maximum Number of Number of Option Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated X.X. Xxxxxx Securities Sxxxxx, Xxxxxxxx & Company, Incorporated Wachovia Capital Markets, LLC. Oxxxxxxxxxx & Co. Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-XxxxFxxxxx, Xxxxxx Inc. Bxxxx Wxxxx, Incorporated Total Sch A -1 SCHEDULE B U.S.I. HOLDINGS TORTOISE CAPITAL RESOURCES CORPORATION · Common Shares of Common Stock (Par Value $.01 Per .001Per Share)

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company and the Operating Partnership in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION DCT INDUSTRIAL TRUST INC. By /s/ Xxxxxxx X. Xxxxxx Title: Chief Financial Officer DCT INDUSTRIAL OPERATING PARTNERSHIP LP By: Name: DCT Industrial Trust Inc., its General Partner By /s/ Xxxxxxx X. Xxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 By /s/ Xxxx Xxxxxx Authorized Signatory X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXXLLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Xxx Xxxx 00000 By /s/ Xxxx Xxxxxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The offering price per share for the Securities shall be $6.20. The purchase price per share for the Securities to be paid by the several Underwriters shall be $5.9365, being an amount equal to the offering price set forth above less $.2635 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 4,643,100 X.X. Xxxxxx Securities LLC 4,643,100 Xxxxx Fargo Securities, LLC 2,885,850 Citigroup Global Markets Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. 2,163,150 PNC Capital Markets LLC 1,082,400 Xxxxx Xxxxxxx & Co. 1,082,400 Total 16,500,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC By /s/ Name: Xxxxxxxx Xxxxx Title: Authorized Signatory CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCHBOFA SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCHBOFA SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED ByINC. By /s/ Name: Xxxxxx Xxxxxx Title: Authorized Signatory For themselves itself and as Representatives Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $33.00. The purchase price per share for the Securities to be paid by the several Underwriters (which, for the avoidance of doubt, shall not include any ordinary shares issued in connection with the AQN Private Placement) shall be $32.175, being an amount equal to the initial public offering price set forth above less $0.825 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities BofA Securities, Inc. 3,746,800 CIBC World Markets Corp. 330,600 MUFG Securities Americas Inc. 330,600 Total 4,408,000 Sch A-1 SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. Sold Atlantica Sustainable Infrastructure plc 4,408,000 661,200 Total 4,408,000 661,200 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)C-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: Y-MABS THERAPEUTICS, INC. By /s/ Xxxxxx Xxx Title: Chairman, President CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED LLC X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXXLLC BOFA SECURITIES, XXXXXX INC. By: XXXXXX XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED CO. LLC By: /s/ Xxxxx Xxxxxx Authorized Signatory By: X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxxx Authorized Signatory By: BOFA SECURITIES, INC. By: /s/ Xxxx Xxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price per share for the Securities shall be $28.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $26.32, being an amount equal to the public offering price set forth above less $1.68 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co. LLC 1,428,800 X.X. Xxxxxx Securities LLC 1,428,800 BofA Securities, Inc. 1,339,500 Wedbush Securities Inc. 178,600 X.X. Xxxxxxxxxx & Co., LLC 89,300 Total 4,465,000 Sch. Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. Total A SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters Underwriters, the Company, IH LLC and the Company Selling Stockholders in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION ByINTERACTIVE HEALTH, INC. By Title: NameINTERACTIVE HEALTH LLC By Title: The Selling Stockholders named in Schedule B hereto, acting severally By Title: By Title: By Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. PARTNERS LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. 28 SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. Partners LLC Total • Sch A-1 SCHEDULE B U.S.I. HOLDINGS CORPORATION · The Company Number of Initial Securities to be Sold Maximum Number of Option Securities to be Sold Interactive Health, Inc. 2,900,000 435,000 Whitney V, L.P. 1,766,029 264,904 X.X. Xxxxxxx Mezzanine Fund, L.P. 180,944 27,142 Whitney Private Debt Fund, L.P. 73,356 11,003 XxxxxXxxx Capital, L.P. 9,781 1,467 XxxxxXxxx Mezzanine Capital, L.P. 4,890 734 Sch. B-1 SCHEDULE C INTERACTIVE HEALTH, INC. • Shares of Common Stock (Par Value $.01 0.001 Per Share)

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Transaction Entities and the Manager a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Transaction Entities and the Company Manager in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION SAFEHOLD INC. By: /s/ Bxxxx Xxxxx Name: Bxxxx Xxxxx Title: Chief Financial Officer SAFEHOLD OPERATING PARTNERSHIP LP By: Safehold OP GenPar LLC, as General Partner By /s/ Bxxxx Xxxxx Name: Bxxxx Xxxxx Title: Chief Financial Officer SFTY MANAGER LLC By: /s/ Bxxxx Xxxxx Name: Bxxxx Xxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX MXXXXX SXXXXXX & CO. XXXXXXX LYNCHLLC By: /s/ Nxxxxx Xxxxxxx Authorized Signatory BOFA SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX /s/ Cxxxx Xxxxxx Authorized Signatory GXXXXXX SACHS & XXXXX INCORPORATED CO. LLC By: /s/ Exxxx Xxxxx Authorized Signatory J.X. XXXXXX SECURITIES LLC By: /s/ Dxxxxx X. Xxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $59.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $56.64, being an amount equal to the initial public offering price set forth above less $2.36 per share, subject to adjustment in accordance with Section 2(b) for distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx LynchMxxxxx Sxxxxxx & Co. LLC 361,250 BofA Securities, Pierce, Xxxxxx Inc. 281,250 Gxxxxxx Sachs & Xxxxx Incorporated X.X. Co. LLC 281,250 J.X. Xxxxxx Securities LLC 281,250 Barclays Capital Inc. . Credit Suisse First Boston Corporation Credit Lyonnais 150,000 Mizuho Securities (USA) USA LLC 150,000 Truist Securities, Inc. Xxx-Xxxx150,000 Capital One Securities, Xxxxxx Inc. 100,000 Rxxxxxx Jxxxx & Associates, Inc. 100,000 SMBC Nikko Securities America, Inc. 100,000 Berenberg Capital Markets LLC 45,000 Total 2,000,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Company, the Attorney-in-Fact for the Selling Shareholders and Fleetmatics Investor Holdings, L.P. a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION FLEETMATICS GROUP PUBLIC LIMITED COMPANY By Title: By As Attorney-in-Fact acting on behalf of the Selling Shareholders named in Schedule B hereto other than Fleetmatics Investor Holdings, L.P. Fleetmatics Investor Holdings, L.P., a Cayman Islands exempted limited partnership By: ITV Limited, as General Partner of Investcorp Technology Fund III Limited Partnership, its General Partner By: Name: Title: Director CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & COBARCLAYS CAPITAL INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES By: BARCLAYS CAPITAL INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By Authorized Signatory By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The offering price per share for the Securities shall be $[—]. The acquisition price per share for the Securities to be paid by the several Underwriters shall be $[—], being an amount equal to the offering price set forth above less $[—] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Barclays Capital Inc. [—] Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. [—] RBC Capital Markets, LLC [—] Xxxxxx Xxxxxxxx & Company [—] Xxxxxxx Xxxxx & Company, L.L.C [—] Pacific Crest Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. LLC [—] Total 7,000,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares Number of Common Stock (Par Value $.01 Per Share)Initial Securities to Be Sold Maximum Number of Option Securities to Be Sold Fleetmatics Investor Holdings, L.P. 7,000,000 610,599 Xxxxxx X. Xxxxxxxx 0 30,000 Xxxxx Xxxxx 0 3,500 Xxxxxx Xxxxxx 0 3,750 Graeme Corner 0 10,000 Xxxxx Xxxx 0 15,000 Xxxxxx Xxxxxxxxxx 0 3,000 Xxxxxx Xxxxx 0 50,000 Xxxx X. Xxxxxx 0 75,000 Xxxxxx Xxxx 0 10,000 Xxxxxxx Xxxxxxxx 0 35,000 Xxxxxx XxXxxxxx 0 2,500 Xxxxx Xxxxxxxx 0 30,000 Xxxxx Xxxxxxxxxx 0 3,000 Xxxxxx X. Xxxxxxxx 0 20,000 Xxxxx X. Xxxxxxx 0 145,651 Xxxxxx Xxxxxx 0 3,000 Total 7,000,000 1,050,000 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your the Representatives' understanding of our the agreement, please sign and return to the Company a counterpart hereof, whereupon this instrumentUnderwriting Agreement, along with all counterparts, will become a binding agreement among between the Underwriters Representatives and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED [Agent] By: Authorized Signatory For themselves ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as Representatives the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the other Underwriters named in Schedule A heretopurchase price set forth below. SCHEDULE A Name Principal Amount Underwriter of Underwriter Number of Initial Underwritten Securities Number of Option ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)shall have the following terms:

Effect of Headings. The Section section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION 89BIO, INC. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCHBOFA SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SVB SECURITIES (USA) INC. XXX-XXXXLLC EVERCORE GROUP L.L.C. By: BOFA SECURITIES, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: Authorized Signatory SVB SECURITIES LLC By: /s/ Xxxxxx Xxxxxx, M.D. Name: Xxxxxx Xxxxxx, M.D. Title: Senior Managing Director By: EVERCORE GROUP L.L.C. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $16.25. The purchase price per share for the Securities to be paid by the several Underwriters shall be $15.275, being an amount equal to the initial public offering price set forth above less $0.975 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option BofA Securities, Inc. 5,923,079 SVB Securities to be Purchased if Maximum Option Exercised LLC 4,230,769 Evercore Group L.L.C. 3,384,615 RBC Capital Markets, LLC 1,692,307 Xxxxxxx LynchXxxxx & Associates, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. 1,692,307 Total 16,923,077 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriter, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, U.S.I. HOLDINGS The Company: REXNORD CORPORATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President and Chief Financial Officer [Signature Page to Underwriting Agreement] REXNORD ACQUISITION HOLDINGS I, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President REXNORD ACQUISITION HOLDINGS II, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX DEUTSCHE BANK SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option The purchase price per share for the Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx paid by the several Underwriters shall be $26.45. Names of the Underwriters Number of Shares Deutsche Bank Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. 10,000,000 Total 10,000,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares Number of Common Stock (Par Value $.01 Per Share)Securities to be Sold Rexnord Acquisition Holdings I, LLC 5,209,430 Rexnord Acquisition Holdings II, LLC 4,790,570 Total 10,000,000 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: ROCKWELL MEDICAL, INC. By /s/ Xxxxxx X. Xxxxxxx Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: By /s/ Xxxxx Xxxxxx Authorized Signatory For themselves and itself as Representatives Representative(s) of the other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price per share for the Securities shall be $9.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $8.46, being an amount equal to the public offering price set forth above less $0.54 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. 4,420,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 845,000 Summer Street Research Partners 455,000 Xxxxx-Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-XxxxCapital Group LLC 455,000 Chardan Capital Markets, Xxxxxx Inc. LLC 195,000 LifeSci Capital, LLC 130,000 Total 6,500,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares Number of Common Stock (Par Value $.01 Per Share)Initial Securities to be Sold Maximum Number of Option Securities to Be Sold ROCKWELL MEDICAL, INC. 6,500,000 975,000 Total 6,500,000 975,000 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company, the Bank and the Company Selling Shareholder in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION AMERIS BANCORP, a Georgia corporation By: /s/ Xxxxx X. Xxxxxxx, Xx. Xxxxx X. Xxxxxxx, Xx., President and Chief Executive Officer AMERIS BANK By: /s/ Xxxxx X. Xxxxxxx, Xx. Xxxxx X. Xxxxxxx, Xx., Chief Executive Officer UNITED STATES DEPARTMENT OF THE TREASURY, as Selling Shareholder By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Assistant Secretary for Financial Stability CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXXSANDLER X’XXXXX & PARTNERS, XXXXXX INC. L.P. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxx X. Xxxxx Authorized Signatory By: SANDLER X’XXXXX & PARTNERS, L.P. By: Sandler X’Xxxxx & Partners Corp., the sole general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: An Officer of the Corporation For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The purchase price per share for the Securities to be paid by the several Underwriters shall be $916.641, being an amount equal to the initial public offering price set forth in Schedule B less $13.959 per share. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 24,050 Sandler X’Xxxxx & Partners, L.P. 24,050 X.X. Xxxx & Associates, Inc. 1,300 Xxxxxx Securities & Company 1,300 Xxxxxxxx Financial Group, Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. 1,300 Total 52,000 Sch A SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement(Signature Page Follows) Sincerely, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its termsXXXXXXXX ENERGY SERVICES INC. Very truly yours, U.S.I. HOLDINGS CORPORATION By: By /s/ X. Xxxxxx Xxxxxxx Name: X. Xxxxxx Xxxxxxx Title: Chief Executive Officer, President and Director Xxxxxxxx Energy Services Inc. Underwriting Agreement CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INCXXXXX XXXXXXX & CO. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director By: Authorized Signatory XXXXX XXXXXXX & CO. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Principal For themselves and as Representatives of the other Underwriters named in Schedule A hereto. Xxxxxxxx Energy Services Inc. Underwriting Agreement SCHEDULE A The initial public offering price per share for the Securities shall be $10.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $9.40, being an amount equal to the initial public offering price set forth above less $0.60 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities 2,777,778 Xxxxx Xxxxxxx & Co. 2,268,518 Citigroup Global Markets Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) 972,223 Barclays Capital Inc. Xxx-Xxxx833,334 Tudor, Xxxxxx Pickering, Xxxx & Co. Securities, Inc. 833,334 Evercore Group L.L.C. 740,741 Xxxxxxxx Inc. 462,963 Capital One Securities, Inc. 370,368 Total 9,259,259 Sch A - 1 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION OUTSET MEDICAL, INC. By: Name: Title: [Signature Page to Underwriting Agreement] [SELLING SHAREHOLDERS] By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: BOFA SECURITIES, INC. XXXXXX XXXXXXX XXXXX & CO. LLC XXXXXXX LYNCHSACHS & CO. LLC By: BOFA SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: Authorized Signatory XXXXXX XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED CO. LLC By: Authorized Signatory XXXXXXX SACHS & CO. LLC By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price per share for the Securities shall be $[ ● ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[ ● ], being an amount equal to the public offering price set forth above less $[ ● ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities BofA Securities, Inc. [ ● ] Xxxxxx Xxxxxxx & Co. LLC [ ● ] Xxxxxxx Sachs & Co. LLC [ ● ] [ ● ] [ ● ] Total [ ● ] SCHEDULE B Number of Initial Securities To Be Sold Maximum Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. To Be Sold [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] [ ● ] Total [ ● ] [ ● ] SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)C-1

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: CATALYST PHARMACEUTICALS, INC. By /s/ Rxxxxxx X. Xxxx Title: President and CEO CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCHBOFA SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) By /s/ Axxxx Xxxxxxx Authorized Signatory CITIGROUP GLOBAL MARKETS INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: By /s/ Jxxxx Jxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $15.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $14.10, being an amount equal to the initial public offering price set forth above less $0.90 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities BofA Securities, Inc. 3,500,000 Citigroup Global Markets Inc. 2,200,000 Pxxxx Xxxxxxx & Co. 1,300,000 Cantor Fxxxxxxxxx & Co. 1,200,000 Truist Securities, Inc. 800,000 H.X. Xxxxxxxxxx & Co., LLC 500,000 Oxxxxxxxxxx & Co. Inc. 500,000 Total 10,000,000 SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx LynchBe Sold Catalyst Pharmaceuticals, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. 10,000,000 1,500,000 Total 10,000,000 1,500,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)C-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters each Purchaser and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: ADAPTIMMUNE THERAPEUTICS PLC By /s/ Xxxxx Xxxxx Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCHMATRIX CAPITAL MANAGEMENT MASTER FUND, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: LP Signature of Authorized Signatory For themselves and of Purchaser: /s/ Xxxxx X. Xxxx Name of Authorized Signatory: Xxxxx X. Xxxx Title of Authorized Signatory: Managing General Partner Facsimile Number for Notice to Purchaser (if applicable): (000) 000-0000 Email address for Notice to Purchaser: xxxxxxx@xxxxxxxx.xxx; xxxxxxx@xxxxxxxx.xxx Address for Notice to Purchaser: 0000 Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Address for Delivery of Securities to Purchaser (if not same as Representatives address for notice): Subscription Amount: $60,000,000 ADS Amount: 6,000,000 CONFIRMED AND ACCEPTED, as of the other Underwriters named in Schedule A hereto. SCHEDULE A date first above written: NEW ENTERPRISE ASSOCIATES 16, L.P. Signature of Authorized Signatory of Purchaser: /s/ Xxxxx X. Xxxxxx Name of Underwriter Authorized Signatory: Xxxxx X. Xxxxxx Title of Authorized Signatory: Chief Legal Officer Facsimile Number for Notice to Purchaser (if applicable): 000-000-0000 Email address for Notice to Purchaser: xxxxxxx@xxx.xxx Address for Notice to Purchaser: 0000 Xxxxxxxxxxx Xxxxx Xxxxx 000 Xxxxxxxx XX, 00000 Address for Delivery of Initial Securities Number of Option Securities to be Purchased Purchaser (if Maximum Option Exercised not same as address for notice): Subscription Amount: $20,000,000 ADS Amount: 2,000,000 CONFIRMED AND ACCEPTED, as of the date first above written: NEW ENTERPRISE ASSOCIATES 14, L.P. Signature of Authorized Signatory of Purchaser: /s/ Xxxxx X. Xxxxxx Name of Authorized Signatory: Xxxxx X. Xxxxxx Title of Authorized Signatory: Chief Legal Officer Facsimile Number for Notice to Purchaser (if applicable): 000-000-0000 Email address for Notice to Purchaser: xxxxxxx@xxx.xxx Address for Notice to Purchaser: 0000 Xxxxxxxxxxx Xxxxx Xxxxx 000 Xxxxxxxx XX, 00000 Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $5,000,000 ADS Amount: 500,000 CONFIRMED AND ACCEPTED, as of the date first above written: SYNCONA PORTFOLIO LIMITED Signature of Authorized Signatory of Purchaser: /s/ Xxxxx Xxxxxxxxx Name of Authorized Signatory: Xxxxx Xxxxxxxxx Title of Authorized Signatory: Authorised Signatory Facsimile Number for Notice to Purchaser (if applicable): Email address for Notice to Purchaser: xxxxxxxx@xxxxx.xxx Address for Notice to Purchaser: Xxxxxx House St Julian’s Avenue St. Xxxxx Port Guernsey Channel Islands GY1 3RD Guernsey Attention: Mr M Xx Xxxxx With a copy to: Syncona Investment Management Limited 000 Xxxxxx Xxxx Xxxxxx XX0 0XX Xxxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Attention: Company Secretary E-mail address: xxxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx Address for Delivery of Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities to Purchaser (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. Total if not same as address for notice): Subscription Amount: $15,000,000 ADS Amount: 1,500,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per ShareFree Writing Prospectuses None Exhibit A-1 FORM OF OPINION OF COMPANY’S U.S. COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: BRE PROPERTIES, INC. By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. FARGO SECURITIES, LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. XXXXX FARGO SECURITIES, LLC By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director SCHEDULE A The initial public offering price per share for the Securities shall be $48.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $46.08, being an amount equal to the initial public offering price set forth above less $1.92 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxx Fargo Securities, LLC 2,080,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,080,000 X.X. Xxxxxx Securities LLC 880,000 Deutsche Bank Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais 400,000 Xxxxxxx, Xxxxx & Co. 400,000 Xxxxxx Xxxxxx & Company, Inc. 400,000 RBS Securities Inc. 400,000 UBS Securities LLC 400,000 Mitsubishi UFJ Securities (USA) ), Inc. Xxx-Xxxx320,000 Xxxxxx Xxxxxxx & Co. Incorporated 320,000 Xxxxx Xxxxxxx & Co. 120,000 PNC Capital Markets LLC 120,000 The Xxxxxxxx Capital Group, Xxxxxx Inc. L.P. 80,000 Total 8,000,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares Number of Common Stock (Par Value $.01 Per Share)Initial Securities to be Sold Maximum Number of Option Securities to Be Sold BRE PROPERTIES, INC. 8,000,000 1,200,000 Total 8,000,000 1,200,000 SCHEDULE C-1 Pricing Information Annex

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Gxxxxxxx Entities a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and each of the Company Gxxxxxxx Entities in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION GXXXXXXX CAPITAL INC. By: Name: Title: GXXXXXXX CAPITAL ADVISERS LLC By: Name: Title: Gxxxxxxx Capital Administrator LLC By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. J.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS LLC By: Authorized Signatory DEUTSCHE BANK SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Authorized Signatory By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[•]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[•], being an amount equal to the initial public offering price set forth above less $[•] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. J.X. Xxxxxx Securities LLC Deutsche Bank Securities Inc. . Credit Suisse First Boston Barclays Capital, Inc. RBC Capital Markets, LLC Jxxxxx Mxxxxxxxxx Xxxxx LLC Wxxxxxxxxx Securities, Inc. Ladenburg Txxxxxxx & Co. Inc. National Securities Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. Total [• ] Schedule A-1 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriter, the Forward Purchaser, the Forward Seller, the Company and the Company Operating Partnership in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION CEDAR REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer CEDAR REALTY TRUST PARTNERSHIP, L.P. By: Cedar Realty Trust, Inc., its general partner By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For themselves /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: Managing Director Investment Banking BANK OF AMERICA, N.A. By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director Acting in its capacity as Forward Purchaser SCHEDULE A The purchase price per share for the Shares to be paid by the Underwriter shall be $7.71; subject to adjustment in accordance with Section 3(b) for dividends or distributions declared by the Company and as Representatives payable on the Underwritten Shares but not payable on the Option Shares. Sch A SCHEDULE B Information Conveyed Orally By Underwriter To Purchasers Included In The General Disclosure Package Offering Price: the price paid by each initial purchaser of the other Underwriters named in Schedule A hereto. Shares Sch B SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)C Issuer Free Writing Prospectuses

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholder in accordance with its terms. Very truly yours, U.S.I. HOLDINGS NAVTEQ CORPORATION By: Name: By Title: President & CEO PHILIPS CONSUMER ELECTRONIC SERVICES B.V. By Title: Authorized Signatory CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX By Authorized Signatory DEUTSCHE BANK SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) By Authorized Signatory By Authorized Signatory XXXXXX BROTHERS INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: By Authorized Signatory UBS SECURITIES LLC By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx 6,727,500 Deutsche Bank Securities Inc. . 6,727,500 Xxxxxx Brothers Inc. 6,727,500 UBS Securities LLC 6,727,500 Xxxxxxx Xxxxx & Company, L.L.C 747,500 Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) LLC 747,500 Xxxxxx Xxxxxxx & Co. Incorporated 747,500 Xxxxx Xxxxxxx & Co 747,500 Xxxxxxxx Inc. Xxx-Xxxx, Xxxxxx Inc. 100,000 Total 30,000,000 SCHEDULE B U.S.I. HOLDINGS Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold Philips Consumer Electronic Services B.V. 30,000,000 3,101,305 Total 30,000,000 3,101,305 SCHEDULE C NAVTEQ CORPORATION · 30,000,000 Shares of Common Stock (Par Value $.01 .001 Per Share)

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: XXXXX PLASTICS GROUP, INC. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX CITIGROUP GLOBAL MARKETS INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: CITIGROUP GLOBAL MARKETS INC. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory As Qualified Independent Underwriter SCHEDULE A The initial public offering price per share for the Securities shall be $[ ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[ ], being an amount equal to the initial public offering price set forth above less $[ ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Citigroup Global Markets Inc. Barclays Capital Inc. Deutsche Bank Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) LLC Xxxxxxx, Sachs & Co Xxxxxx X. Xxxxx & Co. Incorporated Lazard Capital Markets LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Xxx-XxxxLebenthal & Co. LLC Apollo Global Securities, Xxxxxx Inc. LLC Total [ ] SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Shareholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION PAETEC CORP. By: Name: Title: THE SELLING SHAREHOLDERS NAMED IN SCHEDULE B ATTACHED HERETO By: Name: As Attorney-in-Fact acting on behalf of the Selling Shareholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX XXXXXXX & CO. INCORPORATED CIBC WORLD MARKET CORP. DEUTSCHE BANK SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INCXXXXXXX, SACHS & CO. XXX-XXXX, XXXXXX INCBY: XXXXXXX XXXXX & CO. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For themselves itself and as Representatives on behalf of the other Underwriters named in on Schedule A heretohereto BY: XXXXXX XXXXXXX AND CO. INCORPORATED By: Authorized Signatory For itself and on behalf of the Underwriters named on Schedule A hereto SCHEDULE A Underwriters Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. [•] Xxxxxx Xxxxxxx & Co. Incorporated [•] CIBC World Markets Corp. [•] Deutsche Bank Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx[•] Xxxxxxx, Xxxxxx Inc. Sachs & Co. [•] Total [•] SCHEDULE B U.S.I. HOLDINGS CORPORATION · Initial and Option Securities to be Sold Number of Initial Securities to be Sold Maximum Number of Option Securities to be Sold PAETEC CORP. [•] [•] Xxxxxxxxxxx X. Xxxxxxxx [•] [•] Xxxxx X. Xxxxx [•] [•] GKW Unified Holdings, LLC [•] [•] Xxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx [•] [•] Alliance Cabletel Holdings, L.P. [•] [•] The Union Labor Life Insurance Company, on behalf of its Separate Account P [•] [•] Xxxxxx X. Xxxxxxxx [•] [•] Xxxxxxx X. & Xxxxx X. Xxxxxx [•] [•] Xxxxxxx Xxxxxxxx [•] [•] Xxxxx Xxxxxxxxxx [•] [•] Xxxxxx X. Xxxxxxx [•] [•] Xxxxxx Xxxxxx [•] [•] Xxxxxxx X. & Xxxxxxxxx X. Xxxxxxxxxx [•] [•] Xxxxxxxx Xxxx [•] [•] Xxxxx Xxxxx [•] [•] Xxxxx Xxxxxxx [•] [•] Xxxxxxx Xxxxxx [•] [•] Xxxxxx Xxxxxx [•] [•] CIT Lending Services Corporation [•] [•] Xxxxx Xxxxx [•] [•] Total [•] [•] SCHEDULE C Pricing Information PAETEC CORP. Shares of Common Stock (Par Value $.01 0.01 Per Share)

Effect of Headings. 25 SECTION 15. Counterparts.......................................................... 25 5 $130,000,000 POLAND COMMUNICATIONS, INC. (a New York corporation) 9 7/8% Senior Notes due 2003 PURCHASE AGREEMENT October 24, 1996 MERRXXX XXXCX & XO. Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated Nortx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Xxdies and Gentlemen: Poland Communications, Inc., a New York corporation (the "Company"), confirms its agreement with Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated ("Merrxxx Xxxcx" xx the "Initial Purchaser"), with respect to the issue and sale by the Company and the purchase by the Initial Purchaser of $130,000,000 aggregate principal amount of the Company's 97/8% Senior Notes due 2003 (the "Securities"). The Section headings herein Securities are for convenience only to be issued pursuant to an indenture dated as of October 29, 1996 (the "Indenture") between the Company and shall not affect State Street Bank and Trust Company, as trustee (the construction hereof"Trustee"). If the foregoing is Securities issued in accordance with your understanding book-entry form will be issued to Cede & Co. as nominee of our The Depository Trust Company ("DTC") pursuant to a letter agreement, please sign to be dated as of the Closing Time (as defined in Section 2(b)) (the "DTC Agreement"), among the Company, the Trustee and return DTC. The Company understands that the Initial Purchaser proposes to make an offering of the Securities on the terms and in the manner set forth herein and agrees that the Initial Purchaser may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers ("Subsequent Purchasers") at any time after the date of this Agreement. The Securities are to be offered and sold through the Initial Purchaser without being registered under the Securities Act of 1933, as amended (the "1933 Act"), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors that acquire Securities may only resell or otherwise transfer such Securities if such Securities are hereafter registered under the 1933 Act or if an exemption from the registration requirements of the 1933 Act is available (including, without limitation, the exemption afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation S") 6 2 of the rules and regulations promulgated under the 1933 Act by the Securities and Exchange Commission (the "Commission")). The holders of Securities will be entitled to the benefits of a Registration Rights Agreement, in substantially the form attached hereto as Exhibit A with such changes as shall be agreed to by the parties hereto (the "Registration Rights Agreement"), pursuant to which the Company will file a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Securities referred to in the Registration Rights Agreement under the 1933 Act. The Securities will be secured by a first priority perfected security interest in certain intercompany notes from the Company's subsidiary Poland Cablevision (Netherlands) B.V. ("PCBV") to the Company pursuant to the terms of a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among Pledge Agreement (the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: Title: CONFIRMED AND ACCEPTED, "Pledge Agreement") dated as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name Indenture made by the Company for the benefit of Underwriter Number the Trustee and the holders of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)the Securities.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: PURPLE INNOVATION, INC. By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Executive Officer INNOHOLD, LLC By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Manager XXXX X. XXXXXX By /s/ Xxxx X. Xxxxxx XXXXX X. XXXXXX By /s/ Xxxxx X. Xxxxxx CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX BOFA SECURITIES, INC. XXXXXXXXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCHBOFA SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED INC. By /s/ Xxx Xxxx Authorized Signatory By: XXXXXXXXXXX & CO. INC. By /s/ Xxxxx Xxxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price per share for the Securities shall be $7.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $6.58, being an amount equal to the public offering price set forth above less $0.42 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities BofA Securities, Inc. 4,778,000 Xxxxxxxxxxx & Co. Inc. 3,185,000 KeyBanc Capital Markets Inc. 815,000 Xxxxxxx Xxxxx & Associates, Inc. 815,000 Wedbush Securities Inc. 407,000 Total 10,000,000 SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx LynchBe Sold InnoHold, Pierce, LLC 7,552,136 9,052,136 Xxxx X. Xxxxxx & 1,223,932 1,223,932 Xxxxx Incorporated X.X. X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. 1,223,932 1,223,932 Total 10,000,000 11,500,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)C Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company TCP Entities in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION ByCOMPANY: TCP CAPITAL CORP. By Name: Title: SVCP: SPECIAL VALUE CONTINUATION PARTNERS, LP By Name: Title: TCP: XXXXXXXXXX CAPITAL PARTNERS, LLC By Name: Title: GENERAL PARTNER: SVOF/MM, LLC By Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CODEUTSCHE BANK SECURITIES INC. By Authorized Signatory XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES By Authorized Signatory XXXXXXX XXXXX & ASSOCIATES, INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) By Authorized Signatory XXXXX, XXXXXXXX & XXXXX, INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price per share for the Securities shall be $17.05. The purchase price per share for the Securities to be paid by the several Underwriters shall be $16.5385, being an amount equal to the public offering price set forth above less $0.5115 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Deutsche Bank Securities to be Purchased if Maximum Option Exercised Inc. 1,357,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx 1,239,000 Xxxxxxx Xxxxx & Associates, Inc. 1,121,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 767,000 RBC Capital Markets, LLC 767,000 Xxxxxxxxxxx & Co. Inc. 413,000 JMP Securities Inc. . Credit Suisse First Boston LLC 118,000 National Securities Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. 118,000 Total 5,900,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Shareholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: Title: XXXXX XXXXX INTERNATIONAL, INC. By /s/ Xxxxxx Xxxxxxxxxxx Xxxxxx Xxxxxxxxxxx President and Chief Executive Officer SELLING SHAREHOLDERS By /s/ Xxxxxx Xxxxxxxxxxx Attorney-in-Fact for Xxxxxx Xxxxxxxxxxx and the Xxxxx Xxxxxxxxxxx Family Partnership, Ltd. CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX By /s/ Xxxxx XxXxxxx Authorized Signatory DEUTSCHE BANK SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: By /s/ Xxxxx Xxxxxxx Authorized Signatory By /s/ Xxxx Xxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $28.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $26.60, being an amount equal to the initial public offering price set forth above less $1.40 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx 1,222,000 Deutsche Bank Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais 650,000 Xxxxx Fargo Securities (USA) 260,000 Xxxxx Xxxxxx, Carret & Co., LLC 78,000 KeyBanc Capital Markets Inc. Xxx-Xxxx78,000 Xxxxxxx & Company, Xxxxxx LLC 78,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 78,000 The Benchmark Company, LLC 78,000 Ladenburg Xxxxxxx & Co. Inc. 78,000 Total $ 2,600,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares Number of Common Stock (Par Value $.01 Per Share)Initial Securities to be Sold XXXXX XXXXX INTERNATIONAL, INC. 2,000,000 XXXXXX XXXXXXXXXXX 300,000 THE XXXXX XXXXXXXXXXX FAMILY PARTNERSHIP, LTD. 300,000 Total 2,600,000 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: U.S. PHYSICAL THERAPY, INC. By /s/ Rxxxxxx Xxxxxxxx Title: Executive Vice President and General Counsel CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & COBOFA SECURITIES, INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. By /s/ Sxxxx Xxxxxxxxx Authorized Signatory J.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: LLC By /s/ Bxxxxxxx Xxxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $90.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $85.50, being an amount equal to the initial public offering price set forth above less $4.50 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx LynchBofA Securities, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Inc. 708,333 J.X. Xxxxxx Securities LLC 500,000 Jxxxxxxxx LLC 291,667 Regions Securities LLC 66,667 Barrington Research Associates, Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) 50,000 CJS Securities, Inc. Xxx-Xxxx, Xxxxxx Inc. 50,000 Total 1,666,667 Sch A -1 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B-1 Pricing Terms

Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION NOBLE ENERGY, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX By: XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director By: X.X. XXXXXX SECURITIES LLC By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Managing Director For itself and as Representatives of the several Underwriters named in Schedule A hereto SCHEDULE A The initial public offering price per share for the Securities shall be $47.50. The purchase price per share for the Securities to be paid by the several Underwriters shall be $46.075, being an amount equal to the initial public offering price set forth above less $1.425 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Maximum Number of Option Securities 6,300,000 XXXXXXX, XXXXX & CO. 945,000 X.X. XXXXXX SECURITIES LLC 6,090,000 913,500 CITIGROUP GLOBAL MARKETS INC. 945,000 141,750 XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX 945,000 141,750 SG AMERICAS SECURITIES, LLC 1,890,000 283,500 BARCLAYS CAPITAL INC. 210,000 31,500 BB&T CAPITAL MARKETS, A DIVISION OF BB&T SECURITIES, LLC 210,000 31,500 BBVA SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS 210,000 31,500 BMO CAPITAL MARKETS CORP 210,000 31,500 BNP PARIBAS SECURITIES CORP. 210,000 31,500 CIBC WORLD MARKETS CORP. 210,000 31,500 DEUTSCHE BANK SECURITIES INC. 420,000 63,000 DNB NOR MARKETS, INC. 210,000 31,500 FIFTH THIRD SECURITIES, INC. 210,000 31,500 HSBC SECURITIES (USA) INC. XXX-XXXX210,000 31,500 XXXXXXX RICE & COMPANY L.L.C. 210,000 31,500 MITSUBISHI UFJ SECURITIES (USA), XXXXXX INC. By: 420,000 63,000 MIZUHO SECURITIES USA INC. 210,000 31,500 XXXXXX XXXXXXX LYNCH& CO. LLC 210,000 31,500 PNC CAPITAL MARKETS LLC 210,000 31,500 RBC CAPITAL MARKETS, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities LLC 210,000 31,500 SCOTIA CAPITAL (USA) Inc. Xxx-XxxxINC. 210,000 31,500 XXXXXXX & COMPANY INTERNATIONAL 210,000 31,500 SMBC NIKKO SECURITIES AMERICA, Xxxxxx Inc. INC. 210,000 31,500 TD SECURITIES (USA) LLC 210,000 31,500 XXXXX FARGO SECURITIES, LLC 210,000 31,500 Total 21,000,000 3,150,000 Sch A-1 SCHEDULE B U.S.I. HOLDINGS CORPORATION · 21,000,000 Shares of Common Stock (Par Value $.01 0.01 Per Share)

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS PROCEPT BIOROBOTICS CORPORATION By: By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: BOFA SECURITIES, INC. XXXXX XXXXXXX XXXXX & CO. XXXXXXX LYNCHXXXXX AND COMPANY, PIERCELLC By: BOFA SECURITIES, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. ByBy /s/ Xxxxxxx Xxxx Name: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED ByXxxxxxx Xxxx Title: Authorized Signatory By: XXXXX XXXXXXX & CO. By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director By: XXXXX AND COMPANY, LLC By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price per share for the Securities shall be $33.92. The purchase price per share for the Securities to be paid by the several Underwriters shall be $31.8848, being an amount equal to the public offering price set forth above less $2.0352 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised BofA Securities, Inc. 1,768,869 Xxxxx Xxxxxxx Lynch& Co. 1,193,985 Xxxxx and Company, PierceLLC 972,877 Truist Securities, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. 486,438 Total 4,422,169 Sch A-1 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and DFH LLC a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Underwriters, the Company and DFH LLC in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: DREAM FINDERS HOMES, INC. By /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: President, Chief Executive Officer and Chairman of the Board of Directors DREAM FINDERS HOLDINGS LLC By /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCHBOFA SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INCBy /s/ Xxx Xxxxx Authorized Signatory RBC CAPITAL MARKETS, LLC By /s/ Xxxxxxx Xxxxxxxx Authorized Signatory BTIG, LLC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: By /s/ Xxxxxxx Xxxxx Authorized Signatory For themselves itself and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $13.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $12.09, being an amount equal to the initial public offering price set forth above less $0.91 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx LynchBofA Securities, PierceInc. 4,272,000 RBC Capital Markets, LLC 1,440,000 BTIG, LLC 1,152,000 Builder Advisor Group, LLC 1,296,000 Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Partners LLC 768,000 Wedbush Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais 480,000 Woodrock Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. L.P. 192,000 Total 9,600,000 Sch A-1 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only ....35 Exhibit A CRIIMI MAE INC. (a Maryland corporation) Common Stock, Preferred Stock, and shall not affect Debt Securities [FORM OF TERMS AGREEMENT] March ___, 1997 To: CRIIMI MAE INC. 11200 Rockville Pike Rockvxxxx, XX 00000 Xxxxxx xxx Xxxxxxxxx: Xx understand that CRIIMI MAE Inc., a Maryland corporation (the construction hereof"Company"), proposes to issue and sell 4,500,000 shares of its common stock, par value $.01 per share (the "Common Stock") such securities also being hereinafter referred to as the "Underwritten Securities"). If the foregoing is in accordance with your understanding of our agreement, please sign and return Subject to the Company terms and conditions set forth or incorporated by reference herein, we the underwriters named below (the "Underwriters") offer to purchase, severally and not jointly, the 4,500,000 shares of Underwritten Securities opposite our names set forth below at the purchase price set forth below, and a counterpart proportionate share of Option Underwritten Securities set forth below, to the extent any are purchased. Number of Underwriter Common Shares ----------- ------------- Merrill, Lynch, Pierce, Fenner & Smith Incorporaxxx Xxxxxxxx, Bilxxxx, Ramsey & Co., Inc. Lehman Brothexx Xxx. BT Securitixx Xxxporation Total 4,500,000 --------- The Underwritten Securities shall have the following terms: Title: Common Stock Number of shares: 4,500,000 Number of Option Underwritten Securities: 675,000 Initial public offering price per share: $ Purchase price per share: $ Listing requirements: NYSE Lock-up provisions: 90 days (except for issuances by CRIIMI MAE pursuant to stock option (including stock option grants) or dividend reinvestment plans in effect on the date hereof, whereupon upon conversion of CRIIMI MAE preferred stock outstanding on the date hereof, or issuances pursuant to the Preferred Stock Purchase Agreement between CRIIMI MAE Inc. and MeesPierson Clearing Services, B.V. dated as of _____________, 1997). Other terms and conditions: Closing date and location: March 27, 1997, Hogan & Hartson, L.L.P. Please xxxxxt txxx xxxer no later than 5:00 o'clock P.M. (New York City time) on March 24, 1997 by signing a copy of this instrument, along with all counterparts, will become a binding agreement among Terms Agreement in the Underwriters space set forth below and returning the Company in accordance with its termssigned copy to us. Very truly yours, U.S.I. HOLDINGS CORPORATION MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: ----------------------------- Authorized Signatory Acting on behalf of itself and the other named Underwriters. Accepted: CRIIMI MAE INC. By: --------------------- Name: Title: CONFIRMED AND ACCEPTEDExhibit B [FORM OF OPINION OF COUNSEL TO THE COMPANY] Draft Dated March 25, as of the date first above written: XXXXXXX XXXXX 1997 March ____, 1997 MERRILL LYNCH & CO. XXXXXXX LYNCHMerrill Lyncx, PIERCEXxxxcx, XXXXXX Xxnner & XXXXX INCORPORATED X.X. XXXXXX SECURITIES Xxxxx Xncorporated FRIEXXXX, BILXXXXX, RAMSEY & CO., INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INCLEHMAN BROTHEXX XXX. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx BT SECURITIXX XXXPORATION c/o Merrill Lynch, Pierce, Xxxxxx Fenner & Xxxxx Smith Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Nortx Xxxxr Wxxxx Financial Centxx Xxx Xxxx, Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares Xxx Xxxx 00000-0000 Xx: XXXXXX XXX Xxx. Offering of Common Stock Ladies and Gentlemen: We have acted as counsel to CRIIMI MAE Inc., a Maryland corporation (Par Value the "Company"), in connection with the sale by the Company of up to 5,175,000 shares (including 675,000 shares subject to the Underwriters' over-allotment option) of Common Stock of the Company, par value $.01 Per Shareper share (the "Common Shares"), and in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the Common Shares. The Common Shares are being sold by the Company pursuant to the Underwriting Agreement, dated March ___, 1997 (the "Underwriting Agreement"), among the Company, Merrill Lynch & Co., Merrill Lynxx, Xxxrxx, Xenner & Xxxxx Xncorporated, Frixxxxx, Bixxxxxs, Ramsey & Co., Inc., Lehman Brothxxx Xxc. and BT Secuxxxxxx Corporation. All capitalized terms used herein which are not otherwise defined shall have the meanings given to them in the Underwriting Agreement. This opinion is furnished to you pursuant to Section 5(b) of the Underwriting Agreement. In rendering this opinion, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of: (i) the Company's Registration Statement, Prospectus and Prospectus Supplement; (ii) the Underwriting Agreement; and (iii) such corporate records, certificates, documents and other instruments, and such certificates or comparable documents of public officials and of officers and other representatives of the Company as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed, without independent investigation or verification, the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents, and the conformity of final documents to the forms submitted to us for review. In making our examination of documents executed by parties other than the Company, we have assumed that such parties thereto had the power and authority, corporate, partnership or other, to enter into and perform all obligations thereunder and have also assumed the due authorization, execution and delivery by such parties of such documents and the validity, binding effect and enforceability thereof. We have relied upon the representations and statements of officers and other representatives of the Company with respect to the factual determinations underlying the legal conclusions set forth herein. We have made no independent investigation of any such representations and statements. The opinions expressed in numbered paragraphs 1, 2, 3 and 4 below concerning the qualification to do business and the good standing of the Company and each of CRI Liquidating REIT, Inc., CRIIMI, Inc., CRIIMI MAE Management, Inc., CRIIMI MAE Financial Corporation, CRIIMI MAE Financial Corporation II, CRIIMI MAE Financial Corporation III, CRIIMI MAE Services Corporation and CRIIMI MAE Services Limited Partnership (each, a "Subsidiary") are based solely on our review of good standing certificates issued by the applicable state governmental authorities, copies of which are attached hereto as Exhibit A. Whenever our opinion herein is indicated to be based on our knowledge, or on information known to us, and subject to the further limitations expressly referred to in numbered paragraph 14 below, we intend to signify that during the course of our representation of the Company in connection with the offering of the Common Shares, no information has come to the attention of the attorneys in this firm who have had significant involvement in such transaction, Morris F. DeFeo, Jr., Joseph R. Xxxxxx, Xxxx X. Xxxxarxx, Xxxx X. Xxxxarxxx xxx Xxxxx X. Mxxxxx, xxxxx xxx given xxx xx xxxx xxrrent, actual knowledge inconsistent with such opinion, and that we have undertaken no independent investigation to determine facts bearing on such opinion, and no inference as to our knowledge of facts should be drawn from such representation. This opinion does not relate to any law other than the laws of the State of Maryland (excluding choice of law principles) and the federal laws of the United States of America as currently in effect. To the extent that laws other than the foregoing are applicable with respect to matters set forth in this opinion, we have assumed that such laws are either identical to, or would be applied in a manner consistent with, the laws of the State of Maryland. We assume no obligation to supplement or modify this letter if any applicable law changes in any manner. We express no opinion with respect to the compliance or noncompliance with state securities laws, rules and regulations or with the antifraud provisions of state and federal securities laws, rules and regulations. Based on the foregoing, and subject to the assumptions and qualifications set forth herein, it is our opinion that:

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION HAYWARD HOLDINGS, INC. By: Name: Title: CCMP CAPITAL INVESTORS III, L.P. By CCMP Capital Associates III, L.P. and CCMP Capital Associates III GP, LLC, its general partners By: Name: Title: CCMP CAPITAL INVESTORS III (EMPLOYEE), L.P. By CCMP Capital Associates III, L.P. and Capital Associates III GP, LLC, its general partners By: Name: Title: MSD AQUA PARTNERS, LLC By: Name: Title: 38 PE16PX ROCKY MOUNTAIN LTD. By: Name: Title: PE16GV ROCKY MOUNTAIN LTD. By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX BOFA SECURITIES, INC., GXXXXXX SXXXX & CO. XXXXXXX LYNCHLLC and NOMURA SECURITIES INTERNATIONAL, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXXBOFA SECURITIES, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX Name: Title: GXXXXXX SACHS & XXXXX INCORPORATED CO. LLC By: Authorized Signatory Name: Title: NOMURA SECURITIES INTERNATIONAL, INC. By: Name: Title: 39 For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being an amount equal to the initial public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities BofA Securities, Inc. Gxxxxxx Sxxxx & Co. LLC Nomura Securities International, Inc. Credit Suisse Securities (USA) LLC Mxxxxx Sxxxxxx & Co. LLC Rxxxxx X. Xxxxx & Co. Incorporated Guggenheim Securities, LLC Jxxxxxxxx LLC BMO Capital Markets Corp. KeyBanc Capital Markets Inc. Wxxxxxx Xxxxx & Company, L.L.C. Hxxxxxxx Lxxxx Capital, Inc. Moelis & Company LLC Total [●] SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx LynchBe Sold HAYWARD HOLDINGS, PierceINC. CCMP CAPITAL INVESTORS III, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. L.P. CCMP CAPITAL INVESTORS III (EMPLOYEE), L.P. MSD AQUA PARTNERS, LLC PE16PX ROCKY MOUNTAIN LTD. Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. PE16GV ROCKY MOUNTAIN LTD. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)C-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Dealers, the Fund, each of the Advisers and the Company Distributor in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION GUGGENHEIM ENERGY & INCOME FUND By: Name: Title: GUGGENHEIM FUNDS INVESTMENT ADVISORS, LLC By: Name: Title: GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC By: Name: Title: GUGGENHEIM FUNDS DISTRIBUTORS, LLC By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCHXXXXX, PIERCEXXXXXX, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INCXXXXXXX & CO. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. LLC By: XXXXXXX LYNCHXxxxxxx Xxxxx, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, PierceXxxxxx, Xxxxxx & Xxxxx Incorporated X.X. By: Authorized Signatory By: Xxxxxx Xxxxxxx & Co. LLC By: Authorized Signatory SCHEDULE A Dealers Number of Initial Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-XxxxXxxxxxx Xxxxx, Xxxxxx, Xxxxxx Inc. Total & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Total: Sch. A SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock GUGGENHEIM ENERGY & INCOME FUND COMMON SHARES OF BENEFICIAL INTEREST (Par Value $.01 Per SharePAR VALUE)] The public offering price per share for the Securities shall be $1,000.00 per share, plus a sales load of $30.00 per share. The purchase price per share for the Securities to be paid by the several Dealers shall be $1,000.00. Sch. B SCHEDULE C

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION RAPT THERAPEUTICS, INC. By: Name: Xxxxx Xxxx, M.D., Ph.D. Title: President and Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX BMO CAPITAL MARKETS CORP. XXXXX FARGO SECURITIES, LLC UBS SECURITIES LLC CANTOR XXXXXXXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INCBMO CAPITAL MARKETS CORP. By: XXXXXXX LYNCHName: Title: XXXXX FARGO SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED LLC By: Authorized Signatory Name: Title: UBS SECURITIES LLC By: Name: Title: By: Name: Title: CANTOR XXXXXXXXXX & CO. By: Name: Title: For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $ . The purchase price per share for the Securities to be paid by the several Underwriters shall be $ , being an amount equal to the initial public offering price set forth above less $ per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option BMO Capital Markets Corp. Xxxxx Fargo Securities, LLC UBS Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx LLC Cantor Xxxxxxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. Co. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrumentUnderwriting Agreement, along with all counterparts, will become a binding agreement among between the Underwriters Representative and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS OAKWOOD HOMES CORPORATION By: /s/ Douglas R. Muir ------------------------------------ Name: Douglas R. Muir Title: CONFIRMED Senior Vice Xxxxxxxxx XXXFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX NATIONSBANC MONTGOMERY SECURITIES LLC FIRST UNION CAPITAL MARKETS CORP. MERRILL LYXXX, XXXXXE, FENNER & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX SMITH INCORPORATED By: NATIONSBANC XXXXXXXERY SECURITIES LXX Xy: /x/ Xynn T. McConnell ----------------------------- Authorized Signatory For themselves Xxxxxxxxx EXHIBIT A OAKWOOD HOMES CORPORATION (a North Carolina corporation) Debt Securities TERMS AGREEMENT _________ ___, 1999 To: Oakwood Homes Corporation 7800 McCloud Road Greensboro, North Carolina 27409-9634 Ladixx xxx Xxxxxxxxx: We understand that Oakwood Homes Corporation, a North Carolina corporation (the "Company"), proposes to issue and sell $[__________] aggregate principal amount of its [senior] [subordinated] debt securities (the "Debt Securities") (such securities also being hereinafter referred to as Representatives the "[Initial] Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase [, severally and not jointly,] the principal amount of Underwritten Securities [opposite their names set forth below] at the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Number purchase price set forth below [, and a proportionate share of Option Underwritten Securities set forth below, to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx the extent any are purchased]. Principal Amount Underwriter of [Initial] Underwritten Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais --------------- --------------------------------------------- Total _____________________ [$] ===================== The Underwritten Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)shall have the following terms:

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company, the Bank and the Company Selling Shareholder in accordance with its terms. Very truly yours, U.S.I. HOLDINGS M&T BANK CORPORATION By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Chief Financial Officer MANUFACTURERS AND TRADERS TRUST COMPANY By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Chief Financial Officer UNITED STATES DEPARTMENT OF THE TREASURY, as Selling Shareholder By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Investment Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXXSANDLER X’XXXXX & PARTNERS, XXXXXX INC. L.P. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxx X. Xxxxx Authorized Signatory By: SANDLER X’XXXXX & PARTNERS, L.P. By: Sandler X’Xxxxx & Partners Corp., the sole general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: An Officer of the Corporation For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The purchase price per share for the Securities to be paid by the several Underwriters shall be (i) for the Series A Preferred Stock, $1,000, being an amount equal to the initial public offering price set forth in Schedule B, and (ii) for the Series C Preferred Stock, $1,000, being an amount equal to the initial public offering price set forth in Schedule B. The underwriting commission per share for the Securities to be paid by the Company shall be (i) for the Series A Preferred Stock $9.84 and (ii) for the Series C Preferred Stock $13.33. Name of Underwriter Number of Initial Securities Shares of Series A Preferred Stock Number of Option Securities to be Purchased if Maximum Option Exercised Shares of Series C Preferred Stock Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx54,625 35,981.25 Sandler X’Xxxxx & Partners, Xxxxxx Inc. L.P. 54,625 35,981.25 Xxxxxx, Xxxxxxxx & Company, Incorporated 54,625 35,981.25 RBC Capital Markets, LLC 54,625 35,981.25 XX Xxxx & Co. 5,750 3,787.5 Rice Securities, LLC 5,750 3,787.5 Total 230,000 151,500 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: XXXX TECHNOLOGIES, INC. By /s/ Xxxxx Xxxxx Title: General Counsel CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX DEUTSCHE BANK SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxx X. Xxxxxxx Authorized Signatory By: DEUTSCHE BANK SECURITIES INC. By /s/ Xxxxxxx Xxxxxxx Authorized Signatory By /s/ Xxxxxxx Xxxxxxx Authorized Signatory SCHEDULE A The initial public offering price per share for the Securities shall be $16.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $14.88, being an amount equal to the initial public offering price set forth above less $1.12 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx 4,086,000 Deutsche Bank Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais 3,064,500 Guggenheim Securities (USA) LLC 1,021,500 Xxxxxxx Xxxxx & Associates, Inc. Xxx-Xxxx1,021,500 Xxxxx and Company, Xxxxxx Inc. LLC 510,750 Imperial Capital, LLC 510,750 Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)10,215,000 Sch A-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company Transaction Entities in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: JBG XXXXX Properties By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Legal Officer JBG XXXXX Properties LP By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Legal Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX Xxxxxx Xxxxxxx & CO. XXXXXXX LYNCHCo. LLC By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director Xxxxxxx Lynch, PIERCEPierce, XXXXXX Xxxxxx & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXXXxxxx Incorporated By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director, XXXXXX INC. ByInvestment Banking Xxxxxxx Sachs & Co. LLC By /s/ Xxxxxxxxx Xxxx Name: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED ByXxxxxxxxx Xxxx Title: Authorized Signatory Managing Director For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price per share for the Securities shall be $42.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $41.076, being an amount equal to the public offering price set forth above less $0.924 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxx Xxxxxxx & Co. LLC 5,500,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. 3,500,000 Xxxxxxx Sachs & Co. LLC 1,000,000 Total 10,000,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS XXXX-XXXX REALTY CORPORATION By /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: President and Chief Executive Officer XXXX-XXXX REALTY, L.P. By: Xxxx-Xxxx Realty Corporation, its General Partner By /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: President and Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED DEUTSCHE BANK SECURITIES INC. X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxx Xxxxxx Authorized Signatory By: DEUTSCHE BANK SECURITIES INC. By /s/ Xxxxxx Xxx Authorized Signatory By /s/ Xxxxx Xxxxxxx Authorized Signatory By: X.X. XXXXXX SECURITIES LLC By /s/ Xxxx Xxxxxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $33.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $31.68, being an amount equal to the initial public offering price set forth above less $1.32 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,265,625 Deutsche Bank Securities Inc. 1,328,125 X.X. Xxxxxx Securities LLC 1,015,625 Citigroup Global Markets Inc. . Credit Suisse First Boston Corporation Credit Lyonnais 000,000 XXX Xxxxxx Xxxxxxx Xxxxxxx, LLC 156,250 Capital One Southcoast, Inc. 156,250 Comerica Securities, Inc. 156,250 Mitsubishi UFJ Securities (USA), Inc. 156,250 Xxxxx Xxxxxxx & Co. 156,250 PNC Capital Markets LLC 156,250 RBS Securities Inc. 156,250 Scotia Capital (USA) Inc. Xxx-Xxxx156,250 SunTrust Xxxxxxxx Xxxxxxxx, Xxxxxx Inc. 156,250 Total 6,250,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION SELECTIVE INSURANCE GROUP, INC. By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Signature PageUnderwriting Agreement CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCHRBC CAPITAL MARKETS, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By/s/ Sxxxx X. Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Title: Authorized Signatory For themselves itself and as Representatives a Representative of the other Underwriters named in Schedule A hereto. Signature PageUnderwriting Agreement CONFIRMED AND ACCEPTED, as of the date first above written: WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Director For itself and as a Representative of the other Underwriters named in Schedule A hereto. Signature PageUnderwriting Agreement CONFIRMED AND ACCEPTED, as of the date first above written: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Managing Director For itself and as a Representative of the other Underwriters named in Schedule A hereto. Signature PageUnderwriting Agreement SCHEDULE A Name of Underwriter Number Underwriters Principal Amount of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx RBC Capital Markets, LLC $ 97,500,000 Wxxxx Fargo Securities, LLC 97,500,000 Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated X.X. Xxxxxx Securities Inc. . 48,000,000 Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) LLC 13,500,000 Kxxxx, Bxxxxxxx & Wxxxx, Inc. Xxx-Xxxx13,500,000 BB&T Capital Markets, Xxxxxx a division of BB&T Securities, LLC 7,500,000 Boenning & Scattergood, Inc. 7,500,000 JMP Securities LLC 7,500,000 Sandler O’Xxxxx & Partners, L.P. 7,500,000 Total $ 300,000,000 Sch A-1 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares Free Writing Prospectuses Final Term Sheet, dated February 27, 2019, a copy of Common Stock (Par Value $.01 Per Share)which is attached hereto.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: XXXX TECHNOLOGIES, INC. By /s/ Xxxxx Xxxxx Title: General Counsel CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX DEUTSCHE BANK SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxx X. Xxxxxxx Authorized Signatory By: DEUTSCHE BANK SECURITIES INC. By /s/ Xxxxxxx Xxxxxxx Authorized Signatory By /s/ Xxxxxxx Xxxxxxx Authorized Signatory SCHEDULE A The initial public offering price per share for the Securities shall be $16.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $14.88, being an amount equal to the initial public offering price set forth above less $1.12 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx 4,086,000 Deutsche Bank Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais 3,064,500 Guggenheim Securities (USA) LLC 1,021,500 Xxxxxxx Xxxxx & Associates, Inc. Xxx-Xxxx1,021,500 Xxxxx and Company, Xxxxxx Inc. LLC 510,750 Imperial Capital, LLC 510,750 Total 10,215,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yoursSincerely, U.S.I. HOLDINGS CORPORATION INTAPP, INC. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Senior Vice President and General Counsel GREAT HILL EQUITY PARTNERS IV, L.P. By: Great Hill Partners XX XX, LP, its General Partner By: GHP IV, LLC, its General Partner By: /s/ Xxxxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxx Title: Manager GREAT HILL INVESTORS, LLC By: /s/ Xxxxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxx Title: Manager XXXXXXXX INVESTMENTS PTE. LTD. By: /s/ Xxxx Xxx Xxxx Name: Xxxx Xxx Xxxx Title: Authorized Signatory [Signature Page to Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX CITIGROUP GLOBAL MARKETS INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By/s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Authorized Signatory For themselves and as Representatives – Managing Director, Chairman of the other Underwriters named in Schedule A hereto. Global Technology Investment Banking [Signature Page to Underwriting Agreement] SCHEDULE A Public offering price: Variable price offering on an investor by investor basis. The purchase price per share for the Securities to be paid by the several Underwriters shall be $39.01, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Citigroup Global Markets Inc. 5,000,000 Total 5,000,000 Sch A - 1 SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx LynchBe Sold Xxxxxxxx Investments Pte Ltd. 2,500,000 -- Great Hill Equity Partners IV, PierceLP 2,491,052 747,316 Great Hill Investors, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. LLC 8,948 2,684 Total 5,000,000 750,000 Sch B - 1 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)C-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION COMPANY DST SYSTEMS, INC. By: /s/ Xxxxx Xx. Xxxxxx Name: Xxxxx Xx. Xxxxxx Title: Chief Financial Officer Underwriting Agreement SELLING STOCKHOLDERS THE XXXXXXX FAMILY TRUST By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee HBI FINANCIAL, INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President and Chief Executive Officer Underwriting Agreement CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. REPRESENTATIVES XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INCXXXXXXX & CO. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxx Xxxxxxxxx Authorized Signatory By: XXXXXX XXXXXXX & CO. LLC By /s/ Xxxxxx Xxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. Underwriting Agreement SCHEDULE A The initial public offering price per share for the Securities shall be $84.00. The purchase price per share for the Initial Securities to be paid by the several Underwriters shall be $80.64, being an amount equal to the initial public offering price set forth above less $3.36 per share and the purchase price per share for the Option Securities to be paid by the several Underwriters shall be $84.00, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. 2,142,882 Xxxxxx Securities Inc. . Xxxxxxx & Co. LLC 2,142,882 Xxxxxx X. Xxxxx & Co. Incorporated 208,930 Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) LLC 208,930 Xxxxx Fargo Securities, LLC 203,573 Avondale Partners, LLC 150,001 Evercore Group L.L.C. 150,001 Sterne, Agee & Xxxxx, Inc. Xxx-Xxxx, Xxxxxx Inc. 150,001 Total 5,357,200 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares Selling Stockholder Number of Common Stock (Par Value $.01 Per Share)Initial Securities to be Sold Maximum Number of Option Securities to be Sold The Xxxxxxx Family Trust 3,286,543 0 HBI Financial, Inc. 2,070,657 267,860 Total 5,357,200 267,860 Sch B-1 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: DYNEX CAPITAL, INC. By /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Executive Vice President, Chief Operating Officer and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. By /s/ Xxxxxxx Xxxxx Authorized Signatory CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: LLC By /s/ Xxxxxx Xxxxxxxxxx Authorized Signatory Xxxxxx Xxxxxxxxxx Managing Director For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $10.35. The purchase price per share for the Securities to be paid by the several Underwriters shall be $9.8325, being an amount equal to the initial public offering price set forth above less $0.5175 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . 4,351,104 Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) LLC 1,968,357 JMP Securities LLC 1,344,431 Sterne, Agee & Xxxxx, Inc. Xxx-Xxxx, Xxxxxx Inc. 336,108 Total 8,000,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares Number of Common Stock (Par Value $.01 Per Share)Initial Securities to be Sold Maximum Number of Option Securities to Be Sold DYNEX CAPITAL, INC. 8,000,000 1,200,000 Total 8,000,000 1,200,000 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS RYERSON HOLDING CORPORATION By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS LLC By: X.X. XXXXXX SECURITIES (USA) INC. XXX-XXXX, XXXXXX LLC By /s/ Xxxx Xxxxxxxx Authorized Signatory [Signature Page to Underwriting Agreement] DEUTSCHE BANK SECURITIES INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED DEUTSCHE BANK SECURITIES INC. By /s/ Xxxxxx Xxxxx Authorized Signatory By /s/ Xxxxxxxx Xxxxx Authorized Signatory [Signature Page to Underwriting Agreement] BMO CAPITAL MARKETS CORP. By: BMO CAPITAL MARKETS CORP. By /s/ Xxxxxxx Xxxxxxxx Authorized Signatory For themselves Each for itself and as Representatives a Representative of the other Underwriters named in Schedule A hereto. hereto SCHEDULE A The initial public offering price per share for the Securities shall be $15.25. The purchase price per share for the Securities to be paid by the several Underwriters shall be $14.335, being an amount equal to the initial public offering price set forth above less $0.915 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Underwriters Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC 1,312,500 Deutsche Bank Securities Inc. . 1,312,500 BMO Capital Markets Corp. 1,000,000 Xxxxxxx, Sachs & Co. 375,000 Xxxxxxxxx LLC 250,000 Citigroup Global Markets Inc. 150,000 Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) LLC 150,000 KeyBanc Capital Markets Inc. Xxx-Xxxx, Xxxxxx 150,000 Macquarie Capital (USA) Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)150,000 UBS Securities LLC 150,000 5,000,000

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: Title: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By ------------------------------------- Authorized Signatory CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & COMXXXXXX LXXXX DEPOSITOR, INC. XXXXXXX By /s/ Fxxxx X. Xxxxx ---------------------------- Name: Fxxxx X. Xxxxx Title: President Exhibit A MXXXXXX LYNCH, PIERCE, XXXXXX FXXXXX & XXXXX SXXXX INCORPORATED X.X. XXXXXX SECURITIES INCSTEERS TRUST CERTIFICATES TERMS AGREEMENT ____________ __, 199_ To: Mxxxxxx Lxxxx Depositor, Inc. World Financial Center Nxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fxxxx X. Xxxxx Ladies and Gentlemen: We understand that Mxxxxxx Lxxxx Depositor, Inc., a Delaware corporation (the "Company"), proposes to issue and sell $__________ aggregate principal amount of its STEERS Trust Certificates (the "Underwritten Securities"). CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For themselves Subject to the terms and as Representatives conditions set forth below and subject to the terms of the other Underwriters Purchase Agreement which are incorporated by reference herein, we [the underwriters named in Schedule A heretobelow (the "Underwriters")] offer to purchase [, severally and not jointly,] the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. SCHEDULE A Name [Principal Amount] Underwriter of Underwriter Number of Initial Underwritten Securities Number of Option ---------------- Total [$] The Underwritten Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)shall have the following terms:

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, U.S.I. PENSKE AUTOMOTIVE GROUP, INC. By Name: Title: PENSKE AUTOMOTIVE HOLDINGS CORPORATION ByCORP. By Name: Title: INTERNATIONAL MOTOR CARS GROUP II, L.L.C. By Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price per share for the Securities shall be $[ ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[ ], being an amount equal to the public offering price set forth above less $[ ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Number of Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated [ ] X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. [ ] Total [ ] Sch A-1 SCHEDULE B U.S.I. Number of Initial Maximum Number of Option Securities to be Sold Securities to Be Sold PENSKE AUTOMOTIVE HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)CORP. [ ] [ ] INTERNATIONAL MOTOR CARS GROUP II, L.L.C. [ ] [ ] Total [ ] [ ] SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will shall become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION MICHIGAN CONSOLIDATED GAS COMPANY By: /s/ Howaxx X. Xxx XXX --------------------------- Name: Howaxx X. Xxx XXX Title: Senior Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX MERRXXX XXXCX & COXO. XXXXXXX LYNCHMERRXXX XXXCH, PIERCE, XXXXXX FENNXX & XXXXX XMITX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXXCHICAGO CAPITAL MARKETS, XXXXXX INC. By: XXXXXXX LYNCHMERRXXX XXXCH, PIERCE, XXXXXX FENNXX & XXXXX XMITX INCORPORATED By: /s/ Anthxxx X. Xxxxxx -------------------------------------- Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A II hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx LynchI REPRESENTATIVES: Merrxxx Xxxch, Pierce, Xxxxxx Fennxx & Xxxxx Xmitx Incorporated X.X. Xxxxxx Securities First Chicago Capital Markets, Inc. . Credit Suisse First Boston Corporation Credit Lyonnais PURCHASE PRICE AND DESCRIPTION OF THE SECURITIES: TITLE: Extendable MandatOry Par Put Remarketed Securities (USAsm) Inc. Xxx-Xxxx("MOPPRS(sm)") due June 30, Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares 2038. PRINCIPAL AMOUNT: $75,000,000 PURCHASE PRICE: 101.819% of Common Stock (Par Value $.01 Per Share)the principal amount thereof. INDENTURE: Indenture, dated as of June 1, 1998, between Michigan Consolidated Gas Company and Citibank, N.A., as trustee. DATE OF MATURITY: June 30, 2038. INTEREST RATE: 6.45% INTEREST PAYMENT DATES: June 30 and December 30.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION HAYWARD HOLDINGS, INC. By: /s/ Exxxxx Xxxxx Name: Exxxxx Xxxxx Title: SVP, CFO CCMP CAPITAL INVESTORS III, L.P. By CCMP Capital Associates III, L.P. and CCMP Capital Associates III GP, LLC, its general partners By: /s/ Mxxx XxXxxxxx Name: Mxxx XxXxxxxx Title: Managing Partner CCMP CAPITAL INVESTORS III (EMPLOYEE), L.P. By CCMP Capital Associates III, L.P. and Capital Associates III GP, LLC, its general partners By: /s/ Mxxx XxXxxxxx Name: Mxxx XxXxxxxx Title: Managing Partner PE16PX ROCKY MOUNTAIN LTD. By: /s/ Lxxxx Xxxxxxx Name: Lxxxx Xxxxxxx Title: Vice President PE16GV ROCKY MOUNTAIN LTD. By: /s/ Lxxxx Xxxxxxx Name: Lxxxx Xxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX GXXXXXX SXXXX & CO. XXXXXXX LYNCHLLC By: /s/ Cxxxxxx Xxxxx Name: Cxxxxxx Xxxxx Title: Managing Director BOFA SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH/s/ Axxx Xxxxxxx Name: Axxx Xxxxxxx Title: Managing Director NOMURA SECURITIES INTERNATIONAL, PIERCE, XXXXXX & XXXXX INCORPORATED INC. By: Authorized Signatory /s/ Jxxxx Xxxxxxx Name: Jxxxx Xxxxxxx Title: Managing Director For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price per share for the Securities shall be $14.500. The purchase price per share for the Securities to be paid by the several Underwriters shall be $13.88375 (the “Underwriter Share Price”), being an amount equal to the public offering price set forth above less $0.61625 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Gxxxxxx Sachs & Co. LLC 6,240,000 BofA Securities, Inc. 6,240,000 Nomura Securities International, Inc. 2,850,000 WR Securities, LLC 150,000 Rxxxxx X. Xxxxx & Co. Incorporated 1,440,000 Guggenheim Securities, LLC 1,440,000 Wxxxxxx Xxxxx & Company, L.L.C. 1,440,000 Credit Suisse Securities (USA) LLC 960,000 Mxxxxx Sxxxxxx & Co. LLC 960,000 Jefferies LLC 960,000 KeyBanc Capital Markets Inc. 600,000 BMO Capital Markets Corp.. 600,000 AmeriVet Securities, Inc. 120,000 Total 24,000,000 SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold Repurchase Shares to be Purchased if Maximum Option Exercised Xxxxxxx LynchSold CCMP CAPITAL INVESTORS III, PierceL.P. 7,082,036.00 2,192,539.00 7,534,890.00 CCMP CAPITAL INVESTORS III (EMPLOYEE), Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. L.P. 437,157.00 135,340.00 465,110.00 PE16PX ROCKY MOUNTAIN LTD. Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. 6,866,502.00 1,029,975.00 0 PE16GV ROCKY MOUNTAIN LTD. 1,614,305.00 242,146.00 0 Total 16,000,000.00 3,600,000.00 8,000,000.00 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)C-1 Pricing Terms

Effect of Headings. The Section SECTION headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholder in accordance with its terms. Very truly yours, U.S.I. HOLDINGS NAVTEQ CORPORATION ByBy Title: Name: PHILIPS CONSUMER ELECTRONIC SERVICES B.V. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX By Authorized Signatory DEUTSCHE BANK SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) By Authorized Signatory By Authorized Signatory XXXXXX BROTHERS INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: By Authorized Signatory UBS SECURITIES LLC By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. 25 SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Deutsche Bank Securities Inc. . Xxxxxx Brothers Inc. UBS Securities LLC Xxxxxxx Xxxxx & Company, L.L.C. Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, LLC Xxxxxx Inc. Xxxxxxx & Co. Incorporated Xxxxx Xxxxxxx & Co Total 30,000,000 Sch A-1 SCHEDULE B U.S.I. HOLDINGS Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold Philips Consumer Electronic Services B.V. 30,000,000 3,101,305 Total 30,000,000 3,101,305 Sch B-1 SCHEDULE C NAVTEQ CORPORATION · 30,000,000 Shares of Common Stock (Par Value $.01 .001 Per Share)

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company, the Adviser, the Sub-Adviser and the Company Administrator in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION XXXXXX XXXXXXXXX DIRECT LENDING CORP. By: Name: Title: XXXXXXXXX DLC ADVISOR LLC By: Name: Title: XXXXXXXXX ASSET MANAGEMENT LLC By: Name: Title: XXXXXXXXX BDC ADMINISTRATION LLC By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCHBy: BOFA SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Name: Title: By: Authorized Signatory UBS SECURITIES LLC By: Name: Title: By: Name: Title: By: XXXXXX XXXXXXX & CO. LLC By: Name: Title: By: XXXXX FARGO SECURITIES, LLC By: Name: Title: By: XXXXX, XXXXXXXX & XXXXX, INC. By: Name: Title: For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised BofA Securities, Inc. [•] [•] UBS Securities LLC [•] [•] Xxxxxx Xxxxxxx Lynch& Co. LLC [•] [•] Xxxxx Fargo Securities, PierceLLC [•] [•] Xxxxx, Xxxxxx Xxxxxxxx & Xxxxx Incorporated X.X. Xxxxxx Xxxxx, Inc. [•] [•] Citizens JMP Securities, LLC [•] [•] Truist Securities, Inc. [•] [•] MUFG Securities Americas Inc. . Credit Suisse First Boston Corporation Credit Lyonnais [•] [•] SMBC Nikko Securities (USA) America, Inc. Xxx-Xxxx[•] [•] Academy Securities, Xxxxxx Inc. Total [•] [•] Xxxxxxxx Van, LLC [•] [•] SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of PRICING INFORMATION: Security being sold in the Offering Common Stock (Par Value $.01 Per Share)Offering price per share $ [•] Number of Shares being sold in the Offering [•] ISSUER FREE WRITING PROSPECTUSES: SCHEDULE C 1) Xxxxxxx Xxxxxx

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: CORENERGY INFRASTRUCTURE TRUST, INC. By Name Xxxxx X. Xxxxxxx Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES KEYBANC CAPITAL MARKETS INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXXRBC CAPITAL MARKETS, XXXXXX INC. By: XXXXXXX LYNCHLLC XXXXX FARGO SECURITIES, PIERCELLC XXXXXX, XXXXXX XXXXXXXX & XXXXX COMPANY, INCORPORATED By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Name Title: By: KEYBANC CAPITAL MARKETS INC. By Name Title: Underwriting Agreement—Signature Page By: RBC CAPITAL MARKETS, LLC By Name Title: Underwriting Agreement—Signature Page By: XXXXX FARGO SECURITIES, LLC By Name Title: Underwriting Agreement—Signature Page By: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By Name Title: SCHEDULE A The public offering price per share for the Securities shall be $6.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $5.661, being an amount equal to the initial public offering price set forth above less $0.339 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities 6,524,700 KeyBanc Capital Markets Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx2,845,700 RBC Capital Markets, Xxxxxx Inc. LLC 1,422,200 Xxxxx Fargo Securities, LLC 1,422,200 Xxxxxx, Xxxxxxxx & Company, Incorporated 785,200 Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)13,000,000 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Maxeon Solar Technologies, Ltd. By /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX XXXXX & CO. XXXXXXX LYNCHLLC By /s/ Xxxxxxxx Xxxxxxx Authorized Signatory BOFA SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: By /s/ Xxxxxxx Xxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Shares to be Purchased Maximum Number of Option Securities Shares to be Purchased if Maximum Xxxxxx Xxxxxxx & Co. LLC 3,819,445 572,916 BofA Securities, Inc. 3,125,000 468,750 Total 6,944,445 1,041,666 SCHEDULE B The public offering price per share for the Shares shall be $18.00. The purchase price per share for the Shares to be paid by the several Underwriters shall be $17.055, being an amount equal to the public offering price set forth above less $0.945, per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Exercised Shares. SCHEDULE C Free Writing Prospectuses None. SCHEDULE D List of Persons and Entities Subject to Lock-up • Xxxxxxx LynchX. Xxxxxx • Xxxxx Xxxxxxx • Xxxxxx Xxxxxx • Chee Xxxxx Xxx • Xxxxxx Xxxxxxx • Kai Strohbecke • Xxxxxxx Xxxxxxxx • Markus Sickmoeller • Xxxxx Xxxxxxxxxxxxx • Xxxxxxx See • Xxxx Xxxxxxx • Xxxx Xxxxxxx • Zhang Changxu • Xxxx Xxx • Xxx Xxxxx • Xxxx Xxxxxxxx • Xxxx Xxxxxxxxx • Zhonghuan Singapore Investment and Development Pte. Ltd. • Total Solar INTL SAS FORM OF LOCK-UP TO BE DELIVERED PURSUANT TO SECTION 5(j) Lock-Up Agreement April 15, Pierce2021 Xxxxxx Xxxxxxx & Co. LLC BofA Securities, Xxxxxx Inc. c/o Morgan Xxxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Offering by Maxeon Solar Technologies, Ltd. Dear Sirs: The undersigned, who is, a shareholder or an officer and/or director of Maxeon Solar Technologies, Ltd., a corporation incorporated under the laws of Singapore (with company registration number 201934268H) (including after its conversion to a public company under Singapore law prior to the Closing Time (as defined in the Underwriting Agreement, the “Company”), understands that Xxxxxx Xxxxxxx & Co. LLC (“MS”) and BofA Securities, Inc. Total SCHEDULE (“BofA”) propose to enter into a Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for (i) the offering (the “Offering”) of ordinary shares, of no par value, of the Company (“Ordinary Shares”) set forth in Schedules A and B U.S.I. HOLDINGS CORPORATION · hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,041,666 additional Ordinary Shares. The aforesaid 6,944,445 Ordinary Shares (the “Initial Shares”) to be purchased by the underwriters and all or any part of the 1,041,666 Ordinary Shares subject to the option described in Section 2(b) hereof (the “Option Shares”) are herein called, collectively, the “Shares.” In recognition of the benefit that such an offering will confer upon the undersigned as a shareholder or an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date thereof and ending on the date that is 45 days thereafter (the “Lock-up Period”), the undersigned will not, without the prior written consent of MS and BofA, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Shares of Common Stock the Company, or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (Par Value $.01 Per Sharecollectively, the “Lock-Up Shares”), or exercise any right with respect to the registration of any of the Lock-up Shares, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Shares, whether any such swap or transaction is to be settled by delivery of Shares or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Shares without the prior written consent of MS and BofA, provided that (1) MS and BofA receive a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:

Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Fund and the Company Adviser in accordance with its terms. Very truly yours, U.S.I. HOLDINGS TORTOISE ENERGY INFRASTRUCTURE CORPORATION By: Name: Title: TORTOISE CAPITAL ADVISORS, LLC By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX MXXXXXX LXXXX & CO. XXXXXXX MXXXXXX LYNCH, PIERCE, XXXXXX FXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX SXXXX INCORPORATED By: Authorized Signatory For themselves SXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Authorized Signatory Each for itself and collectively as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Number of Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Primary Shares Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 502,515 Sxxxxx, Xxxxxxxx & Company, Incorporated 502,515 Lxxxxx Brothers Inc. 167,505 A.X. Xxxxxxx & Sons, Inc. 100,503 Oxxxxxxxxxx & Co. Inc. 100,503 RBC Capital Markets Corporation 100,503 BB&T Capital Markets, a division of Sxxxx & Sxxxxxxxxxxx 100,503 Mxxxxx, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Company, Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. Total 100,503 TOTAL: 1,675,050 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Tortoise Energy Infrastructure Corporation 1,675,050 Common Shares 1 The public offering price per share for the Shares, determined as provided in said Section 2, shall be $29.85. 2 The purchase price per share for the Shares to be paid by the several Underwriters shall be $28.58, being an amount equal to the public offering price set forth above less $1.27 per share; provided that the purchase price per share for any Option Shares purchased upon the exercise of the over-allotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares. SCHEDULE C Price Per Share = $29.85 SCHEDULE D The Investor Guide dated August 2006 entitled “Add-On Offering of Common Stock (Par Value $.01 Per ShareNYSE: TYG)”

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Stockholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholder in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: PURPLE INNOVATION, INC. By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: CEO INNOHOLD, LLC By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Manager CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX BOFA SECURITIES, INC. XXXXXXXXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCHBOFA SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED INC. By /s/ Xxxxxx Xxxx Authorized Signatory By: XXXXXXXXXXX & CO. INC. By /s/ Xxxxx Xxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price per share for the Securities shall be $10.50. The purchase price per share for the Securities to be paid by the several Underwriters shall be $9.975, being an amount equal to the public offering price set forth above less $0.525 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities BofA Securities, Inc. 5,610,473 Xxxxxxxxxxx & Co. Inc. 3,452,600 Xxxxxxx Xxxxx & Associates, Inc. 863,150 KeyBanc Capital Markets Inc. 539,468 Wedbush Securities Inc. 323,681 Total 10,789,372 SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx LynchBe Sold InnoHold, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. LLC 10,789,372 1,618,405 Total 10,789,372 1,618,405 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)C Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company, the Bank and the Company Selling Shareholder in accordance with its terms. Very truly yours, U.S.I. HOLDINGS YADKIN VALLEY FINANCIAL CORPORATION By: Name: Xxxxxx X. Xxxxxx Title: Chief Executive Officer YADKIN VALLEY BANK AND TRUST COMPANY By: Name: Xxxxxx X. Xxxxxx Title: Chief Executive Officer UNITED STATES DEPARTMENT OF THE TREASURY, as Selling Shareholder By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXXSANDLER X’XXXXX & PARTNERS, XXXXXX INC. L.P. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory By: SANDLER X’XXXXX & PARTNERS, L.P. By: Sandler X’Xxxxx & Partners Corp., the sole general partner By: Name: Title: For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The purchase price per share for the Series T Preferred Stock to be paid by the several Underwriters shall be $—, being an amount equal to the initial public offering price set forth in Schedule B less $— per share, plus accrued dividends from and including August 15, 2012 of $— per share. The purchase price per share for the Series T-ACB Preferred Stock to be paid by the several Underwriters shall be $—, being an amount equal to the initial public offering price set forth in Schedule B less $— per share, plus accrued dividends from and including August 15, 2012 of $— per share. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Series T Series T-ACB Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-XxxxSandler X’Xxxxx & Partners, Xxxxxx Inc. L.P. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. [Signature Page Follows.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Manager a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Manager in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION AMERICAN CAPITAL AGENCY CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Executive Officer AMERICAN CAPITAL AGENCY MANAGEMENT, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX Citigroup Global Markets Inc. Deutsche Bank Securities Inc. UBS SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory LLC For themselves and as Representatives of the other several Underwriters named in Schedule A I hereto. Citigroup Global Markets Inc. By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Vice President Deutsche Bank Securities Inc. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director - Head of U.S. Equity Syndicate By: /s/ Xxxxx X. Windells Name: Xxxxx X. Windells Title: Director - U.S. Equity Capital Markets UBS SECURITIES LLC By: /s/ Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: Executive Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Associate Director SCHEDULE A I Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Citigroup Global Markets Inc. 1,250,000 Deutsche Bank Securities Inc. . 1,250,000 UBS Securities LLC 1,000,000 Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) LLC 500,000 JMP Securities LLC 500,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxx250,000 RBC Capital Markets Corporation 250,000 Total 5,000,000 SCHEDULE II Information Conveyed at the Applicable Time Price to Public: $26.60 Number of Shares Offered: 5,000,000 SCHEDULE III Issuer General Use Free Writing Prospectus None SCHEDULE IV List of Subsidiaries American Capital Agency TRS, LLC, a Delaware limited liability company SCHEDULE V List of Persons and Entities Subject to Lock Up Agreements American Capital Agency Management, LLC American Capital, Ltd. Xxxxx Xxxxxx Xxxx X. Xxxxxxxx Xxxxxx X. Xxxx Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxx Xxxx Xxxxx X. Xxxxx Xxxxx X. Xxxxxx Exhibit C FORM OF LOCK-UP AGREEMENT TO BE DELIVERED PURSUANT TO SECTION 5(i) October __, 2009 Citigroup Global Markets Inc. Deutsche Bank Securities Inc. UBS Securities LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxxxxx XX 00000 As Representatives of the several Underwriters Re: Proposed Public Offering by American Capital Agency Corp. Dear Sirs: The undersigned, an officer and/or director or the manager of American Capital Agency Corp., a Delaware corporation (the "Company"), understands that Citigroup Global Markets Inc., Deutsche Bank Securities Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares and UBS Securities LLC (in such capacity, the "Representatives") propose to enter into an Underwriting Agreement (the "Underwriting Agreement") with the Company and American Capital Agency Management, LLC, a Delaware limited liability company and the manager of the Company (the "Manager"), providing for the public offering of shares of the Company's common stock, $0.01 par value per share ("Common Stock"). In recognition of the benefit that such an offering will confer upon the undersigned as an officer and/or director or the manager of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representatives that, during a period of 30 days following the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any of the shares of Common Stock or any securities convertible into or exchangeable or exercisable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (Par Value $.01 Per Share)collectively, the "Lock-Up Securities") or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, if:

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 27 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company, the Bank and the Company Selling Shareholder in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION UNITED BANCORP, INC. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President UNITED BANK & TRUST By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President & Chief Financial Officer UNITED STATES DEPARTMENT OF THE TREASURY, as Selling Shareholder By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Assistant Secretary for Financial Stability CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXXSANDLER X'XXXXX & PARTNERS, XXXXXX INC. L.P. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxx X. Xxxxx Authorized Signatory 28 By: SANDLER X'XXXXX & PARTNERS, L.P. By: Sandler X'Xxxxx & Partners Corp., the sole general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: An Officer of the Corporation For themselves and as Representatives of the other Underwriters named in Schedule A hereto. 29 SCHEDULE A The purchase price per share for the Securities to be paid by the several Underwriters shall be $813.1175, being an amount equal to the initial public offering price set forth in Schedule B less $12.3825 per share. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 9,528 Sandler X'Xxxxx & Partners, L.P. 9,527 X.X. Xxxx & Associates, Inc. 515 Xxxxxx Securities & Company 515 Xxxxxxxx Financial Group, Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. 515 Total 20,600 Sch A SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value 1. The initial public offering price per share for the Securities shall be $.01 Per Share)825.50.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to the Company a counterpart us counterparts hereof, whereupon and upon the acceptance hereof by you, on behalf of each of the Underwriters, this instrument, along with all counterparts, will become letter and such acceptance hereof shall constitute a binding agreement among between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company in accordance with its termsfor examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, U.S.I. HOLDINGS CORPORATION By: VALIDUS HOLDINGS, LTD. By /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Executive Vice President & General Counsel [Signature Page to Validus Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. By /s/ Xxxxxxxx Xxxxxxxx Authorized Signatory XXXXXX XXXXXXX & CO. LLC By /s/ Yurij Slyz Authorized Signatory UBS SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: LLC By /s/ Xxxxxxxxx Xxxxxxxxx Authorized Signatory By /s/ Xxxxx Xxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. [Signature Page to Validus Underwriting Agreement] SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Depositary Shares Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. 1,560,000 Xxxxxx Xxxxxxx & Co. LLC 1,560,000 UBS Securities LLC 1,560,000 Citigroup Global Markets Inc. . Credit Suisse First Boston Corporation Credit Lyonnais 360,000 HSBC Securities (USA) Inc. Xxx-Xxxx360,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 360,000 Barclays Capital Inc. 60,000 Xxxxxxx, Sachs & Co. 60,000 X.X. Xxxxxx Securities LLC 60,000 Lloyds Securities Inc. 60,000 Total 6,000,000 Sch A-1 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company, the Adviser and the Company Administrator in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION BLACKSTONE SECURED LENDING FUND By: Name: Title: BLACKSTONE CREDIT BDC ADVISORS LLC By: Name: Title: BLACKSTONE ALTERNATIVE CREDIT ADVISORS LP By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. By: Name: Title: By: XXXXXX XXXXXXX & CO. LLC By: Name: Title: By: XXXXX FARGO SECURITIES, LLC By: Name: Title: By: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: By: XXXXXXX XXXXX & CO. XXXXXXX LYNCH., PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED ByName: Authorized Signatory Title: For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised BofA Securities, Inc. [●] [●] Xxxxxx Xxxxxxx Lynch& Co. LLC [●] [●] Xxxxx Fargo Securities, Pierce, Xxxxxx LLC [●] [●] Citigroup Global Markets Inc. [●] [●] Xxxxxxx Xxxxx & Xxxxx Incorporated Co. LLC [●] [●] Barclays Capital Inc. [●] [●] X.X. Xxxxxx Securities LLC [●] [●] RBC Capital Markets, LLC [●] [●] Xxxxx, Xxxxxxxx & Xxxxx, Inc. . Credit Suisse First Boston Corporation Credit Lyonnais [●] [●] Xxxxxxx Xxxxx & Associates, Inc. [●] [●] UBS Securities (USA) LLC [●] [●] Blackstone Securities Partners, L.P. [●] [●] BNP Paribas Securities Inc. Xxx-Xxxx[●] [●] Deutsche Bank Securities Inc. [●] [●] Compass Point Research & Trading, LLC [●] [●] Xxxxxx Xxxxxxxxxx Xxxxx LLC [●] [●] MUFG Securities Americas Inc. Total SCHEDULE [●] [●] SMBC Nikko Securities America, Inc. [●] [●] SG Americas Securities, LLC [●] [●] Academy Securities, Inc. [●] [●] Xxxxxxxx Van, LLC [●] [●] X. Xxxxxxx & Co., LLC [●] [●] Xxxxxx X. Xxxxxxx & Company, Inc. [●] [●] Schedule B U.S.I. HOLDINGS CORPORATION · PRICING INFORMATION: Security being sold in the Offering Common Shares of Common Stock (Par Value $.01 Per Share)Beneficial Interest Offering price per share $ [ ●] Number of Shares being sold in the Offering [ ●] ISSUER FREE WRITING PROSPECTUSES: [To come] Schedule C 1) Xxxxxx Xxxx 2) Xxxxx Xxxxxxx

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Shareholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION By: Name: KARYOPHARM THERAPEUTICS INC. By /s/ Xxxxxxx X. Xxxxxxxx Title: CEO Xxxxxxxxxxx X. Xxxxxxxx By /s/ Xxxxxxxxxxx X. Xxxxxxxx As Attorney-in-Fact acting on behalf of the the Selling Shareholders named in Schedule B hereto Xxxxxx X. Xxxx By /s/ Xxxxxx X. Xxxx As Attorney-in-Fact acting on behalf of the the Selling Shareholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: By /s/ Xxxxxx Xxxxxxxx Authorized Signatory X.X. XXXXXX SECURITIES LLC By /s/ Xxx Xxxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price per share for the Securities shall be $33.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $31.02, being an amount equal to the public offering price set forth above less $1.98 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,050,000 X.X. Xxxxxx Securities LLC 1,050,000 Leerink Partners LLC 600,000 JMP Securities LLC 120,000 Wedbush Securities Inc. 120,000 MLV & Co. LLC. Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. 60,000 Total 3,000,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares Number of Common Stock (Par Value $.01 Per Share)Initial Securities to be Sold Maximum Number of Option Securities to Be Sold Address Company 2,950,000 450,000 00 Xxxxx Xxxxxx, 2nd Floor Newton, MA 02459 Xxxxxxx Xxxxxxxx 25,000 0 c/o Karyopharm Therapeutics Inc. 00 Xxxxx Xxxxxx, 2nd Floor Newton, MA 02459 Xxxxxx Xxxxxxx 25,000 0 c/o Karyopharm Therapeutics Inc. 00 Xxxxx Xxxxxx, 2nd Floor Newton, MA 02459 Total 3,000,000 450,000 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company MLPF&S a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Fund and the Company Adviser in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION XXXXXXXX FUND LTD. By: Name: Title: GABELLI FUNDS, LLC By: Name: Title: CONFIRMED AND ACCEPTED, as As of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory Name: Title: For themselves and as Representatives Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A Xxxxxxxx Fund Ltd. 5.375% Series A Cumulative Preferred Shares Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Shares Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities 1,100,000 G.research, Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. 100,000 Total 1,200,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · The purchase price to be paid by the Underwriters for the Shares shall be $24.2125 per share. SCHEDULE C Number of Common Stock Securities: 1,200,000 Dividend Rate (Par Value cumulative from August 9, 2016): 5.375% Settlement Date: August 9, 2016 Underwriting Discount per share: $.01 Per Share0.7875 Optional Redemption Date: On or after August 9, 2021 Net Proceeds: $29,055,000 SCHEDULE D Rule 482 Statement Rule 482 ad filed under Rule 497 on August 4, 2016. SCHEDULE E Opinion of Skadden, Arps, Slate Xxxxxxx & Xxxx LLP SCHEDULE F-1 Opinion of Skadden, Arps, Slate Xxxxxxx & Xxxx LLP SCHEDULE F-2 Opinion of Internal Counsel to the Adviser SCHEDULE G XXXXXXXX FUND LTD. TREASURER’S CERTIFICATE August 4, 2016 I, Xxxxx Xxxxxxx, Treasurer of Xxxxxxxx Fund Ltd. (the “Fund”) do hereby certify that I am the Treasurer and principal financial officer of the Fund. In that capacity, I have reviewed the Fund’s registration statement dated July 21, 2016 (the “Registration Statement”) and the preliminary prospectus supplement dated August 4, 2016 (the “Preliminary Prospectus Supplement”), each relating to the offering of 1,200,000 of the Fund’s Series A Cumulative Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share (the “Offering”). Based upon a review of the Fund’s financial records, schedules and analyses undertaken by myself or by members of my staff who are responsible for the Fund’s financial and accounting matters, I do hereby certify to the Underwriters, to the best of my information, knowledge and belief, that:

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company, the Bank and the Company Selling Shareholder in accordance with its terms. Very truly yours, U.S.I. HOLDINGS CORPORATION FIRST DEFIANCE FINANCIAL CORP. By: /s/ Dxxxxx X. Xxxxxxx Name: Dxxxxx X. Xxxxxxx Title: EVP/CFO FIRST FEDERAL BANK OF THE MIDWEST By: /s/ Dxxxxx X. Xxxxxxx Name: Dxxxxx X. Xxxxxxx Title: CFO UNITED STATES DEPARTMENT OF THE TREASURY, as Selling Shareholder By: /s/ Txxxxxx X. Xxxxxx Name: Txxxxxx X. Xxxxxx Title: Assistant Secretary for Financial Stability CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX MXXXXXX LYNCH, PIERCE, XXXXXX FXXXXX & XXXXX SXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXXSANDLER O’XXXXX & PARTNERS, XXXXXX INC. L.P. By: XXXXXXX MXXXXXX LYNCH, PIERCE, XXXXXX FXXXXX & XXXXX SXXXX INCORPORATED By: /s/ Wxxxxxx X. Xxxxx Authorized Signatory By: SANDLER O’XXXXX & PARTNERS, L.P. By: Sandler O’Xxxxx & Partners Corp., the sole general partner By: /s/ RX Xxxxxxxx Name: Rxxxxx X. Xxxxxxxx Title: An Officer of the Corporation For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The purchase price per share for the Securities to be paid by the several Underwriters shall be $948.2201, being an amount equal to the initial public offering price set forth in Schedule B less $14.4399 per share. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated X.X. Xxxxxx Securities 17,113 Sandler O’Xxxxx & Partners, L.P. 17,112 C.X. Xxxx & Associates, Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx925 Gxxxxx & Company 925 Mxxxxxxx Financial Group, Xxxxxx Inc. Inc 925 Total 37,000 Sch A SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)B

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Partnership a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company Enbridge Parties in accordance with its terms. Very truly yoursMIDCOAST ENERGY PARTNERS, U.S.I. HOLDINGS CORPORATION L.P. By: Midcoast Holdings, L.L.C., as general partner By: Name: Title: MIDCOAST HOLDINGS, L.L.C. By: Name: Title: MIDCOAST OPERATING, L.P. By: Midcoast OLP GP, L.L.C., as general partner By: Name: Title: MIDCOAST OLP GP, L.L.C. By: Name: Title: [Signature Page to Underwriting Agreement] ENBRIDGE ENERGY PARTNERS, L.P. By: Enbridge Energy Management, L.L.C., as delegate of Enbridge Energy Company, Inc., as general partner By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX & CO. INCORPORATED [ ] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: INCORPORATED] By Authorized Signatory [ ] By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per Class A Common Unit for the Securities shall be $[ ]. The purchase price per Class A Common Unit for the Securities to be paid by the several Underwriters shall be $[ ], being an amount equal to the initial public offering price set forth above less $[ ] per Class A Common Unit, subject to adjustment in accordance with Section 2(b) for distributions declared by the Partnership and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. [ ] Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (Par Value $.01 Per Share)Pricing Terms

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, U.S.I. HOLDINGS The Company: REXNORD CORPORATION By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Vice President and Chief Financial Officer APOLLO MANAGEMENT VI, L.P. By: AIF VI Management, LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President As Manager of: Rexnord Acquisition Holdings I, LLC Rexnord Acquisition Holdings II, LLC CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX DEUTSCHE BANK SECURITIES INC. XXXXXXX, XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX By: DEUTSCHE BANK SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Managing Director By: Authorized Signatory /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director By: XXXXXXX, SACHS & CO. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial The public offering price per share for the Securities Number of Option shall be $16.00. The purchase price per share for the Securities to be Purchased if Maximum paid by the several Underwriters shall be $15.40, being an amount equal to the public offering price set forth above less $0.60 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Exercised Securities. Names of the Underwriters Number of Shares Deutsche Bank Securities Inc 1,625,000 Xxxxxxx, Xxxxx & Co 1,625,000 Credit Suisse Securities (USA) LLC 812,500 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. 812,500 Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-XxxxX. Xxxxx & Co. Incorporated 650,000 BMO Capital Markets Corp 487,500 Xxxxxx Xxxxxxxxxx Xxxxx LLC 162,500 Apollo Global Securities, Xxxxxx Inc. LLC 325,000 Total 6,500,000 SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares Number of Common Stock (Par Value $.01 Per Share)Initial Securities to be Sold Maximum Number of Option Securities to Be Sold Rexnord Acquisition Holdings I, LLC 3,386,130 507,920 Rexnord Acquisition Holdings II, LLC 3,113,870 467,080 Total 6,500,000 975,000 SCHEDULE C-1 Pricing Terms