Common use of IMPORTANT Clause in Contracts

IMPORTANT. Any (i) BACs holder, (ii) beneficial owner, in the case of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner"), or (iii) person who has purchased BACs but has not yet been reflected on the Partnership's books as a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereof, and any other required documents to The Xxxxxx Group, Inc. (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. Unless the context requires otherwise, references to BACs holders in this Offer to Purchase shall be deemed to also refer to Beneficial Owners and Assignees. Questions or requests for assistance may be directed to the Information Agent/Depositary at the address and telephone number set forth below. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal and other related documents may be directed to the Information Agent/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTS

IMPORTANT. Any You must read the following notice before continuing. The following notice applies to this Pricing Supplement to the Preliminary Offering Memorandum and you are therefore advised to read this notice carefully before reading, accessing or making any other use of this Pricing Supplement. In reading, accessing or making any other use of this Pricing Supplement, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Initial Purchasers as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF THE OFFERED SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE OFFER AND SALE OF THE OFFERED SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE OFFERED SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. WITHIN THE UNITED KINGDOM, THE DISTRIBUTION OF THIS PRICING SUPPLEMENT (A) IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FINANCIAL SERVICES AND MARKETS XXX 0000 (“FSMA”), IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE OF THE UNITED KINGDOM, (II) ARE INVESTMENT PROFESSIONALS, AS SUCH TERM IS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS XXX 0000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “FINANCIAL PROMOTION ORDER”) OR (III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL PROMOTION ORDER This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated June 16, 2016 (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “FPO PERSONS”); AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE OF THE UNITED KINGDOM, (II) HAVE PROFESSIONAL EXPERIENCE IN PARTICIPATING IN UNREGULATED COLLECTIVE INVESTMENT SCHEMES OR (III) ARE PERSONS FALLING WITHIN ARTICLE 22(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001, AS AMENDED (ALL SUCH PERSONS, TOGETHER WITH FPO PERSONS, THE “RELEVANT PERSONS”). THIS PRICING SUPPLEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRICING SUPPLEMENT RELATES, INCLUDING THE OFFERED SECURITIES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PROSPECTIVE INVESTORS IN THE UNITED KINGDOM ARE ADVISED THAT ALL, OR MOST, OF THE PROTECTIONS AFFORDED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL NOT APPLY TO AN INVESTMENT IN THE TOWER TRUST AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME. THIS PRICING SUPPLEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS PRICING SUPPLEMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS. Confirmation of Your Representation: In order to be eligible to view this Pricing Supplement or make an investment decision with respect to the Offered Securities, you must be (A) (i) BACs holdera Qualified Institutional Buyer, (ii) beneficial owneraware that the sale of the Offered Securities to you is being made in reliance on Rule 144A and (iii) acquiring such Offered Securities for your own account or for the account of another Qualified Institutional Buyer, in as the case may be, (B) (i) an Institutional Accredited Investor or an entity owned entirely by other Institutional Accredited Investors, (ii) acquiring such Offered Securities for your own account and (iii) do not intend to resell or distribute such Offered Securities in any manner that would violate, or require registration under, Section 5 of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner")the Securities Act, or (C) (i) not a “U.S. person” as defined in Rule 902(k) of Regulation S (a “U.S. Person”), (ii) not acquiring such Offered Securities for the account or benefit of a U.S. Person and (iii) person who is acquiring such Offered Securities in an “offshore transaction” as defined in Rule 902(h) of Regulation S. You are reminded that this Pricing Supplement has purchased BACs but has not yet been reflected delivered to you on the Partnership's books as basis that you are a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, person into whose possession this Pricing Supplement may be lawfully delivered in accordance with the instructions laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Pricing Supplement to any other person. The materials relating to the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereofoffering do not constitute, and may not be used in connection with, an offer or solicitation in any other required documents to The Xxxxxx Groupplace where such offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, Inc. (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. Unless the context requires otherwise, references to BACs holders in this Offer to Purchase offering shall be deemed to also refer be made by the Initial Purchasers or such affiliate on behalf of the Issuer in such jurisdiction. This Pricing Supplement has been sent to Beneficial Owners and Assigneesyou in an electronic form. Questions or requests for assistance You are reminded that documents transmitted via this medium may be directed altered or changed during the process of electronic transmission and consequently none of Barclays Capital Inc., Citigroup Global Markets Inc., Xxxxx Fargo Securities, LLC, the other initial purchasers nor any person who controls any of them nor any director, officer, employee or agent of any of them nor any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this Pricing Supplement distributed to you in electronic format and the hard copy version available to you on request from Barclays Capital Inc., Citigroup Global Markets Inc., Xxxxx Fargo Securities, LLC and the other initial purchasers. By accepting delivery of this Pricing Supplement, you agree to the Information Agent/Depositary at the address foregoing. This Pricing Supplement is qualified in its entirety by reference to, and telephone number set forth below. Requests for additional copies of this Offer to Purchasemust be read in conjunction with, the Letter Preliminary Offering Memorandum dated June 16, 2016 ISSUER: SBA Tower Trust SERIES OF SECURITIES: Secured Tower Revenue Securities, Series 2016-1 SUBCLASS: 2016-1C Initial Subclass Principal Balance: $700,000,000 % of Transmittal and other related documents may be directed to the Information AgentClass Principal Balance: 16.09% CURRENCY: U.S. Dollars OFFERING FORM: 144A/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF IAI/Reg S PASS-THROUGH RATE: 2.877% BASE COMPONENT RATE: 2.877% POST-ARD SPREAD: 1.70% DSCR AS OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information CallCLOSING DATE: 4.78x ANTICIPATED REPAYMENT DATE: July 2021 FINAL REPAYMENT DATE: July 2046 PAYMENT FREQUENCY Monthly RATINGS:1 Moody’s/Fitch: A2(sf)/Asf DENOMINATIONS: The Xxxxxx GroupOffered Securities will be issued in a denomination of not less than $25,000 initial principal balance and in integral multiples of $1,000 in excess thereof, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxxexcept that Offered Securities issued to Institutional Accredited Investors that are not Qualified Institutional Buyers will be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. DAY COUNT: 30/360 OFFERING PRICE: 100.0% PRICING DATE: June 21, Xxxxx 00000 Telephone2016 CLOSING DATE: July 7, 2016 EXPECTED SETTLEMENT: T+11 (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSJuly 7, 2016)2

IMPORTANT. Any (i) BACs holder, (ii) beneficial owner, in the case of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner"), or (iii) person who has purchased BACs but has not yet been reflected on the Partnership's books as a transferee of such BACs (an "Assignee"), warrantholder desiring to tender all or any or all portion of such personholder's BACs Warrants should either (1a) complete and sign the Letter of Transmittal, Transmittal or a facsimile copy thereof, thereof in accordance with the instructions in the Letter of Transmittal Transmittal, and mail or deliver the Letter of Transmittal, or a facsimile copy thereof, it and any other required documents (including the certificates representing the Warrants to The Xxxxxx Groupbe tendered) to Continental Stock Transfer & Trust Company, Inc. who will act as depositary and escrow agent for the Offer (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2b) request his or her such holder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him such holder or her(c) tender through The Depository Trust Company ("DTC") pursuant to DTC's Automated Tender Offer Program. Unless Any warrantholder whose Warrants are registered in the context requires otherwisename of a broker, references dealer, commercial bank, trust company or other nominee must contact such person if such holder desires to BACs holders tender Warrants. Any warrantholder who desires to tender Warrants and whose certificates for such Warrants are not immediately available for delivery to the Depositary should tender such Warrants by following the procedures for guaranteed delivery set forth in this Offer to Purchase shall be deemed to also refer to Beneficial Owners and AssigneesSection 5. Questions or and requests for assistance may be directed to the Information Agent/Depositary at the address and telephone number set forth below. Requests or for additional copies of this Offer to Purchase, the Letter of Transmittal and Transmittal, the Notice of Guaranteed Delivery or other related documents materials relating to the Offer may be directed to Ladenburg Xxxxxxxx & Co. Inc. (the Information Agent/Depositary"Dealer Manager") at the address and telephone number set forth on the back cover of this Offer to Purchase. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER COMPANY AS TO WHETHER WARRANTHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING WARRANTS PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO PROVIDE MAKE ANY INFORMATION REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN AS THOSE CONTAINED HEREIN IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL. NO IF GIVEN OR MADE, SUCH RECOMMENDATION, RECOMMENDATION AND SUCH INFORMATION OR REPRESENTATION MAY AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZEDAUTHORIZED BY THE COMPANY. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSCONTENTS PAGE ----

IMPORTANT. Any You must read the following notice before continuing. The following notice applies to this Pricing Supplement and to the Preliminary Offering Memorandum and you are therefore advised to read this notice carefully before reading, accessing or making any other use of this Pricing Supplement. In reading, accessing or making any other use of this Pricing Supplement, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Initial Purchasers as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF THE OFFERED SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE OFFER AND SALE OF THE OFFERED SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE OFFERED SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated February 13, 2018 WITHIN THE UNITED KINGDOM, THE DISTRIBUTION OF THIS PRICING SUPPLEMENT (A) IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”), IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE OF THE UNITED KINGDOM, (II) ARE INVESTMENT PROFESSIONALS, AS SUCH TERM IS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “FINANCIAL PROMOTION ORDER”) OR (III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL PROMOTION ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “FPO PERSONS”); AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE OF THE UNITED KINGDOM, (II) HAVE PROFESSIONAL EXPERIENCE IN PARTICIPATING IN UNREGULATED COLLECTIVE INVESTMENT SCHEMES OR (III) ARE PERSONS FALLING WITHIN ARTICLE 22(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001, AS AMENDED (ALL SUCH PERSONS, TOGETHER WITH FPO PERSONS, THE “RELEVANT PERSONS”). THIS PRICING SUPPLEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRICING SUPPLEMENT RELATES, INCLUDING THE OFFERED SECURITIES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PROSPECTIVE INVESTORS IN THE UNITED KINGDOM ARE ADVISED THAT ALL, OR MOST, OF THE PROTECTIONS AFFORDED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL NOT APPLY TO AN INVESTMENT IN THE TOWER TRUST AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME. THE OFFERED SECURITIES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (“EEA”). FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, “MIFID II”); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC (AS AMENDED, THE “INSURANCE MEDIATION DIRECTIVE”), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN DIRECTIVE 2003/71/EC (AS AMENDED, THE “PROSPECTUS DIRECTIVE”). CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THE OFFERED SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE OFFERED SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION. THIS PRICING SUPPLEMENT HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF OFFERED SECURITIES IN ANY MEMBER STATE OF THE EEA WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF THE OFFERED SECURITIES. THIS PRICING SUPPLEMENT IS NOT A PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS DIRECTIVE. THIS PRICING SUPPLEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS PRICING SUPPLEMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS. This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated February 13, 2018 Confirmation of Your Representation: In order to be eligible to view this Pricing Supplement or make an investment decision with respect to the Offered Securities, you must be (A) (i) BACs holdera Qualified Institutional Buyer, (ii) beneficial owneraware that the sale of the Offered Securities to you is being made in reliance on Rule 144A and (iii) acquiring such Offered Securities for your own account or for the account of another Qualified Institutional Buyer, in as the case may be, (B) (i) an Institutional Accredited Investor or an entity owned entirely by other Institutional Accredited Investors, (ii) acquiring such Offered Securities for your own account and (iii) not intending to resell or distribute such Offered Securities in any manner that would violate, or require registration under, Section 5 of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner")the Securities Act, or (C) (i) not a “U.S. person” as defined in Rule 902(k) of Regulation S (a “U.S. Person”), (ii) not acquiring such Offered Securities for the account or benefit of a U.S. Person and (iii) person who acquiring such Offered Securities in an “offshore transaction” as defined in Rule 902(h) of Regulation S. You are reminded that this Pricing Supplement has purchased BACs but has not yet been reflected delivered to you on the Partnership's books as basis that you are a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, person into whose possession this Pricing Supplement may be lawfully delivered in accordance with the instructions laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Pricing Supplement to any other person. The materials relating to the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereofoffering do not constitute, and may not be used in connection with, an offer or solicitation in any other required documents to The Xxxxxx Groupplace where such offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, Inc. (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. Unless the context requires otherwise, references to BACs holders in this Offer to Purchase offering shall be deemed to also refer be made by the Initial Purchasers or such affiliate on behalf of the Issuer in such jurisdiction. This Pricing Supplement has been sent to Beneficial Owners and Assigneesyou in an electronic form. Questions or requests for assistance You are reminded that documents transmitted via this medium may be directed altered or changed during the process of electronic transmission and consequently none of Barclays Capital Inc., Deutsche Bank Securities Inc., Xxxxx Fargo Securities, LLC, the other initial purchasers nor any person who controls any of them nor any director, officer, employee or agent of any of them nor any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this Pricing Supplement distributed to you in electronic format and the hard copy version available to you on request from Barclays Capital Inc., Deutsche Bank Securities Inc., Xxxxx Fargo Securities, LLC and the other initial purchasers. By accepting delivery of this Pricing Supplement, you agree to the Information Agentforegoing. ISSUER: SBA Tower Trust SERIES OF SECURITIES: Secured Tower Revenue Securities, Series 2018-1 SUBCLASS: 2018-1C Initial Subclass Principal Balance: $640,000,000 % of Class Principal Balance: 13.57% CURRENCY: U.S. Dollars OFFERING FORM: 144A/Depositary IAI/Reg S PASS-THROUGH RATE: 3.448% BASE COMPONENT RATE: 3.448% POST-ARD SPREAD: 0.85% DSCR AS OF CLOSING DATE: 4.56x ANTICIPATED REPAYMENT DATE: March 2023 FINAL REPAYMENT DATE: March 2048 This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated February 13, 2018 PAYMENT FREQUENCY Monthly RATINGS:1 Xxxxx’x/Fitch: A2(sf)/Asf DENOMINATIONS: The Offered Securities will be issued in a denomination of not less than $25,000 initial principal balance and in integral multiples of $1,000 in excess thereof, except that Offered Securities issued to Institutional Accredited Investors that are not Qualified Institutional Buyers will be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. DAY COUNT: 30/360 OFFERING PRICE: 100.0% PRICING DATE: February 16, 2018 CLOSING DATE: March 9, 2018 EXPECTED SETTLEMENT: T+14 (March 9, 2018)2 CUSIP: 78403D AM2 (Rule 144A) U80547 AM1 (Regulation S) ISIN: US78403DAM20 (Rule 144A) USU80547AM17 (Regulation S) SETTLEMENT: DTC, Euroclear, Clearstream INITIAL PURCHASERS: Barclays Capital Inc. Deutsche Bank Securities Inc. Xxxxx Fargo Securities, LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC TD Securities (USA) LLC This communication is intended for the sole use of the person to whom it is provided by the sender. A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. 1 An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the securities should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. 2 The Initial Purchasers expect to deliver the Offered Securities on March 9, 2018, which will be the 14th Business Day following the date of pricing of the Offered Securities (such settlement schedule being herein referred to as “T+14”). Under Rule 15c6-1 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in two Business Days, unless the parties to any such trade expressly agree otherwise. Because the Offered Securities will not be delivered before closing, purchasers trading the Offered Securities on the date of pricing or the next 12 Business Days will be required to specify a longer settlement cycle at the address time of any such trade to prevent a failed settlement. Purchasers of the Offered Securities who wish to trade Offered Securities on the date of pricing or the next 12 Business Days should consult their own advisor. This Pricing Supplement is qualified in its entirety by reference to, and telephone number set forth below. Requests for additional copies of this Offer to Purchasemust be read in conjunction with, the Letter of Transmittal and other related documents may be directed to the Information Agent/DepositaryPreliminary Offering Memorandum dated February 13, 2018 ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION SUCH DISCLAIMERS OR ANY REPRESENTATION ON BEHALF OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THE PURCHASER THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSANOTHER EMAIL SYSTEM.

IMPORTANT. Any (i) BACs holderIf the Volunteer is less than 18 years of age, (ii) beneficial owner, in the case of BACs owned by Individual Retirement Accounts all parents or Xxxxx Plans (a "Beneficial Owner"), or (iii) person who has purchased BACs but has not yet been reflected on the Partnership's books as a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either guardians must (1) complete the signature section below; and (2) sign one additional form: the Letter “Parental Authorization for Treatment of, and Travel With, a Minor Child” (“Parental Authorization”) on the following page. If the minor will be travelling outside the United States, the Parental Authorization must be notarized. If only one parent or guardian signs these forms on behalf of Transmittala Volunteer who is under 18 years of age, then the undersigned parent or guardian of the Volunteer hereby covenants, warrants, represents and agrees that he or she is executing these forms on behalf of, and as an agent for, any other individual who may be a facsimile copy thereofparent or guardian of the Volunteer, in accordance with that he/she is fully authorized to do so, and that by executing such Release and Parental Authorization, the instructions in undersigned is binding himself/herself, the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereofVolunteer, and any other required documents parent or guardian of the Volunteer, and all of their heirs, next of kin, assigns, and legal representatives to The Xxxxxx Group, Inc. (the "Information Agentsuch Release and Parental Authorization. Name of Volunteer Under 18 Years Old: Name Signature SIGNATURE OF PARENT/Depositary"), at the address or facsimile number set forth below, or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. Unless the context requires otherwise, references to BACs holders in this Offer to Purchase shall be deemed to also refer to Beneficial Owners and Assignees. Questions or requests for assistance may be directed to the Information Agent/Depositary at the address and telephone number set forth below. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal and other related documents may be directed to the Information Agent/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION GUARDIAN SIGNING ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTALABOVE MINOR: I have carefully considered my decision, the benefits and risks involved and hereby give my informed consent, on behalf of the above listed minor child, for him/her to participate in all Activities as set forth in the above Volunteer Agreement, Release and Waiver of Liability, and such terms are incorporated herein. NO SUCH RECOMMENDATIONI have read and understand the above Volunteer Agreement, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZEDRelease and Waiver of Liability, any questions of mine have been answered, and I voluntarily agree to all such provisions. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASEIt is my intent to bind my and the minor Volunteer's heirs, THE LETTER OF TRANSMITTAL next of kin, assigns, and legal representatives. Parent/Guardian: Name Signature Witness Name Signature Parent/Guardian: Name Signature Witness Name Signature IMPORTANT: If the Volunteer is less than 18 years of age, this Parental Authorization also must be signed. PARENTAL AUTHORIZATION FOR TREATMENT OF, AND RELATED DOCUMENTS. For Additional Information Call: The Xxxxxx GroupTRAVEL WITH, A MINOR CHILD I, , am the parent or legal guardian having custody of a child, listed below (“child”), who is under 18 PARENT/LEGAL GUARDIAN years old and who will be volunteering with Habitat for Humanity International, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxxor its affiliated organizations. Child’s Name Date of Birth I consent to the use of first aid treatment for my child and the use of generic and over the counter medications and treatments as directed by manufacturer labels, Xxxxx 00000 Telephoneto be administered by Habitat for Humanity International, Inc., its affiliated organizations, its agent or first aid personnel. In an emergency, I understand Habitat for Humanity International, Inc., it affiliated organizations, or its agent may try to contact the individual listed below as an emergency contact. If an emergency contact is not reached promptly, I hereby authorize any agent or employee of Habitat for Humanity International, Inc., its affiliated organizations, or its agent to consent to any examination, testing, x-rays, medical, dental, or surgical treatment for my child as advised by a physician, dentist or other health care provider. This includes, but is not limited to, my child’s assessment, evaluation, medical care and treatment, anesthesia, hospitalization, or other health care treatment or procedure as advised by a physician, dentist, or other health care provider. I authorize health care personnel and heath care facilities to rely on this consent form. I also authorize Habitat for Humanity International, Inc. or its affiliated organizations to arrange for transportation of my child as deemed appropriate in their discretion. I authorize and consent for my minor child to serve as a volunteer with Habitat for Humanity International, Inc. or its affiliates. I understand my child will help construct/rehabilitate houses and participate in other activities on a voluntary basis, without compensation, as further set forth in the Volunteer Agreement, Release and Waiver of Liability, the terms of which are incorporated herein by reference. I have read and understand the above Parental Authorization for Treatment of, and Travel with, a Minor Child, any questions of mine have been answered, and I voluntarily agree to all such provisions. Parent/Guardian: (000) 000-0000 FacsimileName Signature Witness Name Signature Parent/Guardian: (000) 000-0000 TABLE OF CONTENTSName Signature Witness Name Signature Emergency Contact Name

IMPORTANT. Any (i) BACs holder, (ii) beneficial owner, in the case of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner"), or (iii) person who has purchased BACs but has not yet been reflected on the Partnership's books as a transferee of such BACs (an "Assignee"), desiring If you desire to tender all or any or all portion of such person's BACs your Shares, you should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereof, and any other required documents to The Xxxxxx Group, Inc. (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2) request his or her your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him you, or her(2) if you own your Shares directly, complete and sign the Fund's Letter of Transmittal and mail or deliver it along with any Share certificate(s) and any other required documents to the Fund's Transfer Agent. Unless If your Shares are registered in the context requires otherwisename of a broker, references dealer, commercial bank, trust company or other nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if you desire to BACs holders in this Offer to Purchase shall be deemed to also refer to Beneficial Owners and Assigneestender your Shares. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS, MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. EACH STOCKHOLDER MUST MAKE HIS OR HER OWN DECISION WHETHER TO TENDER SHARES, AND IF SO, HOW MAY SHARES TO TENDER. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND AS TO WHETHER STOCKHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE FUND'S LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE COMPANY IS UNLAWFUL. Questions or and requests for assistance may be directed to your financial advisor or other nominee, or to the Information Agent/Depositary Transfer Agent at the address and telephone number set forth below. Requests for additional copies of this Offer to Purchase, Purchase and the Fund's Letter of Transmittal and other related documents may should be directed to the Information Transfer Agent as set forth below. August 31, 2004 HYPERION STRATEGIC BOND FUND, INC. Transfer Agent/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION: American Stock and Transfer 50 Xxxxxx Xxxx Xxx Xxxx, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information CallXX 00000 Attn: The Xxxxxx GroupHyperion Strategic Bond Fund, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 ------------------------------------------------------------------------------- TABLE OF CONTENTSCONTENTS Section Page

IMPORTANT. Any You must read the following notice before continuing. The following notice applies to this Pricing Supplement and to the Preliminary Offering Memorandum and you are therefore advised to read this notice carefully before reading, accessing or making any other use of this Pricing Supplement. In reading, accessing or making any other use of this Pricing Supplement, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Initial Purchasers as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF THE OFFERED SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE OFFER AND SALE OF THE OFFERED SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE OFFERED SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated August 30, 2019 NOTICE TO RESIDENTS OF THE UNITED KINGDOM THE DISTRIBUTION OF THIS PRICING SUPPLEMENT (A) IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS XXX 0000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “FINANCIAL PROMOTION ORDER”); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL PROMOTION ORDER; OR (III) OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “FPO PERSONS”); AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN PARTICIPATING IN UNREGULATED COLLECTIVE INVESTMENT SCHEMES (AS DEFINED FOR PURPOSES OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001 (AS AMENDED, THE “PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER”)) AND WHICH FALL WITHIN ARTICLE 14(5) OF THE PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER; (II) ARE PERSONS FALLING WITHIN ARTICLE 22(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER; OR (III) PERSONS TO WHICH THE TOWER TRUST MAY LAWFULLY BE PROMOTED IN ACCORDANCE WITH SECTION 4.12 OF THE UNITED KINGDOM FINANCIAL CONDUCT AUTHORITY’S CONDUCT OF BUSINESS SOURCEBOOK (ALL SUCH PERSONS, TOGETHER WITH FPO PERSONS, THE “RELEVANT PERSONS”). THIS PRICING SUPPLEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN THE UNITED KINGDOM WHO ARE NOT RELEVANT PERSONS. IN THE UNITED KINGDOM, ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRICING SUPPLEMENT RELATES, INCLUDING THE OFFERED SECURITIES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PROSPECTIVE INVESTORS IN THE UNITED KINGDOM ARE ADVISED THAT ALL, OR MOST, OF THE PROTECTIONS AFFORDED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL NOT APPLY TO AN INVESTMENT IN THE TOWER TRUST AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME. NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA THE OFFERED SECURITIES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (“EEA”). FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, “MIFID II” ); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED, THE “INSURANCE DISTRIBUTION DIRECTIVE”), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR (“QUALIFIED INVESTOR”) AS DEFINED IN REGULATION (EU) 2017/1129 (AS AMENDED, THE “PROSPECTUS REGULATION”). CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THE OFFERED SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE OFFERED SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION. THIS PRICING SUPPLEMENT IS NOT A PROSPECTUS FOR PURPOSES OF THE PROSPECTUS REGULATION. THIS PRICING SUPPLEMENT HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF OFFERED SECURITIES IN THE EEA WILL BE MADE ONLY TO A QUALIFIED INVESTOR. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE EEA OF OFFERED SECURITIES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PRICING SUPPLEMENT MAY DO SO ONLY WITH RESPECT TO QUALIFIED INVESTORS. NEITHER THE TOWER TRUST, NOR ANY INITIAL PURCHASER HAS AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF OFFERED SECURITIES IN THE EEA OTHER THAN TO QUALIFIED INVESTORS. This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated August 30, 2019 ANY DISTRIBUTOR SUBJECT TO MIFID II THAT IS OFFERING, SELLING OR RECOMMENDING THE OFFERED SECURITIES IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE OFFERED SECURITIES AND DETERMINING ITS OWN DISTRIBUTION CHANNELS FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE RULES UNDER COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 (AS AMENDED, THE “DELEGATED DIRECTIVE”). NEITHER THE TOWER TRUST, THE DEPOSITOR NOR ANY INITIAL PURCHASER MAKES ANY REPRESENTATIONS OR WARRANTIES AS TO A DISTRIBUTOR’S COMPLIANCE WITH THE DELEGATED DIRECTIVE. THIS PRICING SUPPLEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS PRICING SUPPLEMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS. Confirmation of Your Representation: In order to be eligible to view this Pricing Supplement or make an investment decision with respect to the Offered Securities, you must be (A) (i) BACs holdera Qualified Institutional Buyer, (ii) beneficial owneraware that the sale of the Offered Securities to you is being made in reliance on Rule 144A and (iii) acquiring such Offered Securities for your own account or for the account of another Qualified Institutional Buyer, in as the case may be, (B) (i) an Institutional Accredited Investor or an entity owned entirely by other Institutional Accredited Investors, (ii) acquiring such Offered Securities for your own account and (iii) not intending to resell or distribute such Offered Securities in any manner that would violate, or require registration under, Section 5 of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner")the Securities Act, or (C) (i) not a “U.S. person” as defined in Rule 902(k) of Regulation S (a “U.S. Person”), (ii) not acquiring such Offered Securities for the account or benefit of a U.S. Person and (iii) person who acquiring such Offered Securities in an “offshore transaction” as defined in Rule 902(h) of Regulation S. You are reminded that this Pricing Supplement has purchased BACs but has not yet been reflected delivered to you on the Partnership's books as basis that you are a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, person into whose possession this Pricing Supplement may be lawfully delivered in accordance with the instructions laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Pricing Supplement to any other person. The materials relating to the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereofoffering do not constitute, and may not be used in connection with, an offer or solicitation in any other required documents to The Xxxxxx Groupplace where such offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, Inc. (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. Unless the context requires otherwise, references to BACs holders in this Offer to Purchase offering shall be deemed to also refer be made by the Initial Purchasers or such affiliate on behalf of the Issuer in such jurisdiction. This Pricing Supplement has been sent to Beneficial Owners and Assigneesyou in an electronic form. Questions or requests for assistance You are reminded that documents transmitted via this medium may be directed altered or changed during the process of electronic transmission and consequently none of Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., the other initial purchasers nor any person who controls any of them nor any director, officer, employee or agent of any of them nor any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this Pricing Supplement distributed to you in electronic format and the hard copy version available to you on request from Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and the other initial purchasers. By accepting delivery of this Pricing Supplement, you agree to the Information Agentforegoing. This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated August 30, 2019 ISSUER: SBA Tower Trust SERIES OF SECURITIES: Secured Tower Revenue Securities, Series 2019-1 SUBCLASS: 2019-1C Initial Subclass Principal Balance: $1,165,000,000 % of Class Principal Balance: 23.49% CURRENCY: U.S. Dollars OFFERING FORM: 144A/Depositary IAI/Reg S PASS-THROUGH RATE: 2.836% BASE COMPONENT RATE: 2.836% POST-ARD SPREAD: 1.30% DSCR AS OF CLOSING DATE: 4.60x ANTICIPATED REPAYMENT DATE: January 2025 FINAL REPAYMENT DATE: January 2050 PAYMENT FREQUENCY Monthly RATINGS:1 Xxxxx’x/Fitch: A2(sf)/Asf DENOMINATIONS: The Offered Securities will be issued in a denomination of not less than $25,000 initial principal balance and in integral multiples of $1,000 in excess thereof, except that Offered Securities issued to Institutional Accredited Investors that are not Qualified Institutional Buyers will be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. DAY COUNT: 30/360 OFFERING PRICE: 100.0% PRICING DATE: September 10, 2019 CLOSING DATE: September 13, 2019 EXPECTED SETTLEMENT: T+3 (September 13, 2019)2 1 An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the securities should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. 2 The Initial Purchasers expect to deliver the Offered Securities on September 13, 2019, which will be the 3rd Business Day following the date of pricing of the Offered Securities (such settlement schedule being herein referred to as “T+3”). Under Rule 15c6-1 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in two Business Days, unless the parties to any such trade expressly agree otherwise. Because the Offered Securities will not be delivered before closing, purchasers trading the Offered Securities on the date of pricing or the next Business Day will be required to specify a longer settlement cycle at the address time of any such trade to prevent a failed settlement. Purchasers of the Offered Securities who wish to trade Offered Securities on the date of pricing or the next Business Day should consult their own advisor. This Pricing Supplement is qualified in its entirety by reference to, and telephone number set forth below. Requests for additional copies of this Offer to Purchasemust be read in conjunction with, the Letter Preliminary Offering Memorandum dated August 30, 2019 CUSIP: 78403D AN0 (Rule 144A) U80547 AN9 (Regulation S) ISIN: US78403DAN03 (Rule 144A) USU80547AN99 (Regulation S) SETTLEMENT: DTC, Euroclear, Clearstream INITIAL PURCHASERS: Barclays Capital Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Xxxxx Fargo Securities, LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC TD Securities (USA) LLC This communication is intended for the sole use of Transmittal the person to whom it is provided by the sender. A securities rating is not a recommendation to buy, sell or hold securities and other related documents may be directed subject to the Information Agent/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSrevision or withdrawal at any time.

IMPORTANT. Any (i) BACs holderIf you wish to tender all or any part of your Shares before the Offer expires, (ii) beneficial owner, you must: if your Shares are registered in the case name of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner"), or (iii) person who has purchased BACs but has not yet been reflected on the Partnership's books as a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereof, and any other required documents to The Xxxxxx Group, Inc. (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2) request his or her broker, dealer, commercial bank, trust company or other nominee, contact the nominee to effect and request that the transaction nominee tender your Shares for him you; or her. Unless if your Shares are registered in your name, follow the context requires otherwiseinstructions described in "The Tender Offer - Procedures for Accepting the Offer and Tendering Shares" on page 11 carefully, references to BACs holders including completing a Letter of Transmittal in this Offer to Purchase shall be deemed to also refer to Beneficial Owners accordance with the instructions and Assignees. Questions or requests for assistance may be directed delivering it, along with your Share certificates and any other required items, to the Information Agent/Depositary at Depositary. If you want to tender your Shares and the address and telephone number certificates for your Shares are not immediately available, or cannot be delivered to the Depositary, or you cannot comply with the procedure for book-entry transfer or other required documents cannot be delivered to the Depositary, prior to expiration of the Offer, then you must tender the Shares pursuant to the guaranteed delivery procedure set forth belowin "The Tender Offer - Procedures for Accepting the Offer and Tendering Shares" on page 11. Requests for If your Shares are registered in your name, properly to tender your Shares, you also must validly and fully complete the Letter of Transmittal. If you have questions, need assistance or require additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery, you should contact Xxxxxxxxx Shareholder Communications, Inc., as Information Agent for the Offer, at its address and other related documents may be directed telephone numbers set forth on the back cover of this Offer to the Information Agent/DepositaryPurchase. NO PERSON HAS BEEN WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION OR TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION REPRESENTATIONS IN CONNECTION WITH THIS OFFER, OTHER THAN AS THOSE CONTAINED HEREIN IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER OF TRANSMITTAL. NO SUCH IF ANYONE MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR REPRESENTATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER AUTHORIZED BY LCC OR ANY OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSITS AFFILIATES.

IMPORTANT. Any If you wish to tender all or a portion of your Shares to Purchaser in the Offer, you must either (i) BACs holder, (ii) beneficial owner, in the case of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner"), or (iii) person who has purchased BACs but has not yet been reflected on the Partnership's books as a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, Transmittal that accompanies this Offer to Purchase in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereof, Transmittal and any all other required documents to The Xxxxxx Group, Inc. the Depositary (as defined below in the "Information Agent/Depositary"), at “Summary Term Sheet”) together with certificates representing the address Shares tendered or facsimile number follow the procedure for book-entry transfer set forth below, in Section 3 – “Procedures for Accepting the Offer and Tendering Shares” or (2ii) request his or her your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him you. If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or her. Unless other nominee, you must contact that institution in order to tender your Shares to the context requires otherwise, references to BACs holders in this Offer to Purchase shall be deemed to also refer to Beneficial Owners and AssigneesPurchaser before the expiration of the Offer. Questions or and requests for assistance may should be directed to the Information Agent/Depositary Agent (as defined below in the “Summary Term Sheet”) at the address and telephone number numbers set forth belowon the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the related Letter of Transmittal and other materials related documents to the Offer may also be directed to obtained at our expense from the Information Agent/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTALAdditionally, copies of this Offer to Purchase, the related Letter of Transmittal and any other material related to the Offer may be found at xxx.xxx.xxx. NO SUCH RECOMMENDATIONYou may also contact your broker, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZEDdealer, commercial bank, trust company or other nominee for assistance. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASEThis Offer to Purchase and the related Letter of Transmittal contain important information, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTSand you should read both carefully and in their entirety before making a decision with respect to the Offer. For Additional Neither the Offer nor the Merger has been approved or disapproved by the United States Securities and Exchange Commission (the “SEC”) or any state securities commission, nor has the SEC or any state securities commission passed upon the fairness or merits of the Offer or the Merger or upon the accuracy or adequacy of the information contained in this Offer to Purchase or the Letter of Transmittal. Any representation to the contrary is unlawful and a criminal offense. The Information CallAgent for the Offer is: The Xxxxxx GroupX.X. Xxxx & Co., Inc. 0000 Xxx Xxxxxxx 00 Xxxx Xxxxxx 00xx Xxxxx XxxxxxNew York, Xxxxx 00000 Telephone: New York 10005 (000) 000-0000 Facsimile: (toll-free) (000) 000-0000 (collect) Email: XXXX@xxxxxx.xxx Table of Contents TABLE OF CONTENTSCONTENTS Summary Term Sheet 1 INTRODUCTION 9 THE TENDER OFFER 11 1. Terms of the Offer 11 2. Acceptance for Payment and Payment for Shares 12

IMPORTANT. Any (i) BACs holder, (ii) beneficial owner, in the case of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner"), or (iii) person who has purchased BACs but has not yet been reflected on the Partnership's books as a transferee of such BACs (an "Assignee"), desiring If you wish to tender all or any or all part of such person's BACs the shares of common stock registered in your name, you should either (1) complete and sign carefully follow the instructions described in "THE TENDER OFFER -- Procedures for Tendering Shares," including completing a Letter of Transmittal, or a facsimile copy thereof, Transmittal in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittaldelivering it, or a facsimile copy thereof, along with your share certificates and any other required documents items, to The Xxxxxx GroupFirst Chicago Trust Company of New York, Inc. (the "Information Agent/Depositary"), at . If your shares are registered in the address or facsimile number set forth below, or (2) request his or her name of a broker, dealer, commercial bank, trust company or other nominee and you desire to effect tender your shares, then you should contact the transaction nominee and request that the nominee tender the shares for him you. Any stockholder who desires to tender shares and whose certificates for such shares are not immediately available or her. Unless the context requires otherwise, references to BACs holders in this Offer to Purchase shall cannot be deemed to also refer to Beneficial Owners and Assignees. Questions or requests for assistance may be directed delivered to the Information Agent/Depositary at or who cannot comply with the address and telephone number procedure for book-entry transfer or whose other required documents cannot be delivered to the Depositary by the expiration of the offer, must tender the shares pursuant to the guaranteed delivery procedure set forth belowin "THE TENDER OFFER -- Procedures for Tendering Shares." To properly tender shares, you must validly complete the Letter of Transmittal. Requests for You may request additional copies of this Offer to Purchase, the Letter of Transmittal and other related documents may be directed to or the Notice of Guaranteed Delivery from D.F. Xxxx & Xo., Inc., which is acting as the Information Agent/Depositary, at its address and telephone numbers set forth on the back cover of this Offer to Purchase. NO WE HAVE NOT AUTHORIZED ANY PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES IN THIS OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION OR TO MAKE ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION IN CONNECTION WITH THIS OFFER OTHER THAN AS THOSE CONTAINED HEREIN IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER OF TRANSMITTAL. NO SUCH IF ANYONE MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR REPRESENTATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AUTHORIZATION AS HAVING BEEN AUTHORIZEDAUTHORIZED BY THE OFFERORS. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTSNeither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction or passed upon the fairness or merits of this transaction or upon the accuracy or adequacy of the disclosure contained in this document. For Additional Any representation to the contrary is unlawful and a criminal offense. The Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSAgent for the Offering:

IMPORTANT. Any You must read the following before continuing. The following applies to the pricing notification (the “Pricing Notification”), whether received by e-mail, accessed from an internet page or received as a result of electronic transmission, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Pricing Notification. In accessing the Pricing Notification, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information as a result of such access. The Pricing Notification has been prepared solely in connection with the proposed offering to certain institutional and professional investors of the securities described herein (the “Notes”). NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF NOTES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A) (“QIBs”) OR (2) OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE PRICING NOTIFICATION MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE PRICING NOTIFICATION MAY ONLY BE DISTRIBUTED IN “OFFSHORE TRANSACTIONS,” AS PERMITTED BY REGULATION S, OR WITHIN THE UNITED STATES TO QIBS IN ACCORDANCE WITH RULE 144A. ANY REPRODUCTION OF THE PRICING NOTIFICATION IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your representation: In order to be eligible to view the Pricing Notification or make an investment decision with respect to the Notes, you must be (i) BACs holder, outside the United States for the purposes of Regulation S under the Securities Act or (ii) beneficial ownera QIB that is acquiring the Notes for its own account or for the account of another QIB. By accepting this electronic transmission and accessing, in reading or making any other use of the case Pricing Notification, you shall be deemed to have represented to the Republic of BACs owned by Individual Retirement Accounts or Xxxxx Plans Armenia and to Deutsche Bank AG, London Branch, HSBC Bank plc and X.X. Xxxxxx Securities plc (a "Beneficial Owner"), or (iiithe “Joint Lead Managers”) person who has purchased BACs but has not yet been reflected on the Partnership's books as a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either that (1) complete you understand and sign agree to the Letter terms set out herein; (2) in respect of Transmittalthe Notes being offered pursuant to Rule 144A, you are (or the person you represent is) a facsimile QIB, and the e-mail address to which, pursuant to your request, the Pricing Notification has been delivered by electronic transmission is utilised by someone who is a QIB; (3) in respect of the Notes being offered outside of the United States in an offshore transaction pursuant to Regulation S, you are outside the United States, and the e-mail address to which, pursuant to your request, the Pricing Notification has been delivered by electronic transmission is not located in the United States for the purposes of Regulation S under the Securities Act; (4) you consent to delivery by electronic transmission; (5) you will not transmit the Pricing Notification (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person (other than your professional advisors bound by an undertaking of confidentiality) except with the consent of the Joint Lead Managers; and (6) you acknowledge that you will make your own assessment regarding any legal, taxation or other economic considerations with respect to your decision to subscribe for or purchase any of the Notes. You are reminded that the Pricing Notification has been delivered to you on the basis that you are a person into whose possession the Pricing Notification may be lawfully delivered in accordance with the instructions laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Pricing Notification to any other person and in particular to any U.S. address. Failure to comply may result in a direct violation of the Securities Act or the applicable laws of other jurisdictions. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and any of the Joint Lead Managers or any affiliate of the Joint Lead Managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such Joint Lead Manager or such affiliate on behalf of the Ministry of Finance of the Republic of Armenia acting on behalf of the Republic of Armenia in such jurisdiction. Under no circumstances shall the Pricing Notification constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Pricing Notification has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission, and consequently none of the Republic of Armenia or the Ministry of Finance of the Republic of Armenia or any officials thereof, the Joint Lead Managers, any person who controls any of the foregoing, any director, officer, employee, representative or agent of any of the foregoing or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Pricing Notification distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers. Pricing Notification [●] 0000 Xxx Xxxxxxxx of Armenia Issue of U.S.$[●][●] per cent. Notes due [●] 20[●] (the Notes) This pricing notification (the Pricing Notification) is qualified in its entirety by reference to the preliminary prospectus dated [●] 2015 (the Preliminary Prospectus) prepared in connection with the issue of the Notes and the final prospectus which will be prepared in connection with the issue of the Notes. The information in the Letter Pricing Notification supplements the Preliminary Prospectus and supersedes the information therein to the extent that there are any inconsistencies. Before you invest in the Notes, you should read the Preliminary Prospectus for more information concerning the Issuer and the Notes. Capitalised terms used but not defined herein shall have the meanings ascribed to them in the Preliminary Prospectus. Issuer: The Republic of Transmittal Armenia, acting through the Ministry of Finance Ratings of the Issuer: Xxxxx’x: Ba3 (Negative) Fitch: B+ (Stable) Instruments: Senior Unsecured Legal Format: Rule 144A/Regulation S (no registration rights) Aggregate Principal Amount: U.S.$[●] Pricing Date: [●] 2015 Final Prospectus Date: [●] 2015 Settlement Date: [●] 2015 (T+[5]) Maturity Date (the Maturity Date): [●] 20[●] Interest Payment Dates: Semi-annual, on [●] and mail [●] in each year commencing [●] 2015 and ending on the Maturity Date. Coupon: [●] per cent. Re-Offer Yield: [●] per cent. Issue Price: [●] per cent. Benchmark Treasury: T [●] Benchmark Yield: [●] per cent. Spread to Benchmark: [●] basis points Gross Proceeds: U.S.$[●] Approximate Net Proceeds (net of commissions and expenses): U.S.$[●] Form of Notes: The Notes will be issued in registered form only. The Regulation S Notes will be represented by the Unrestricted Global Note, and the Rule 144A Notes will be represented by the Restricted Global Note. Day Count: 30/360 Denominations: U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof Listing: Irish Stock Exchange plc Joint Lead Managers (underwriting commitment): Deutsche Bank AG, London Branch (U.S.$[●]) HSBC Bank plc (U.S.$[●]) X.X. Xxxxxx Securities plc (U.S.$[●]) Unrestricted Global Note Common Code: ISIN Code: [●] [●] Restricted Global Note CUSIP Number: ISIN Number: [●] [●] Governing Law English Law Expected Ratings of the Notes Xxxxx’x: [Ba3] Fitch: [B+] A rating is not a recommendation to buy, sell or deliver hold securities and may be subject to suspension, reduction or withdrawal at any time by the Letter assigning rating agency. Before you invest, you should read the Preliminary Prospectus for more complete information about the Issuer and this offering. Any of Transmittalthe Joint Lead Managers will arrange to send you the Preliminary Prospectus if you request it. * * * The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or a facsimile copy thereofwith any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, and any other required documents sold, pledged or otherwise transferred except (1) in accordance with Rule 144A under the Securities Act (Rule 144A) to The Xxxxxx Group, Inc. qualified institutional buyers (the "Information Agent/Depositary"), at the address or facsimile number set forth below, as defined in Rule 144A) (QIBs) or (2) request his outside the United States in reliance on Regulation S under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. For a description of these and certain further restrictions on offers, sales and transfers of the Notes and the distribution of the Preliminary Prospectus and the Pricing Notification, see “Subscription and Sale” and “Transfer Restrictions” in the Preliminary Prospectus. A credit rating is not a recommendation to buy, sell or her broker, dealer, commercial bank, trust company hold the Notes. Credit ratings are subject to revision or other nominee to effect withdrawal at any time by the transaction for him or herassigning rating agency. Unless the context requires otherwise, references to BACs holders The distribution of this Pricing Notification in this Offer to Purchase shall be deemed to also refer to Beneficial Owners and Assignees. Questions or requests for assistance certain jurisdictions may be directed restricted by law and therefore persons into whose possession the Pricing Notification comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions could result in a violation of the Information Agent/Depositary at the address and telephone number set forth belowlaws of such jurisdiction. Requests for additional copies of this Offer to PurchaseIn particular, the Letter of Transmittal and other related documents Pricing Notification is not for public distribution, directly or indirectly, in or into the United States, Canada, Japan or Australia. In addition, the Pricing Notification may only be directed distributed in the United States to the Information Agent/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSpersons reasonably believed to be QIBs.

IMPORTANT. Any (i) BACs holder, (ii) beneficial ownerExcept as otherwise specifically provided in this Agreement, in addition to the case of BACs owned by Individual Retirement Accounts requirement that the goals for non-GAAP EPS be attained, Employee will not vest in any Restricted Stock Units unless he or Xxxxx Plans (she remains a "Beneficial Owner"), or (iii) person who has purchased BACs but has not yet been reflected on Service Provider through the Partnership's books as a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereof, and any other required documents to The Xxxxxx Group, Inc. (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2) request applicable vesting date. Employee’s written signature below indicates his or her broker, dealer, commercial bank, trust company or other nominee agreement and understanding that this grant is subject to effect all of the transaction for him or her. Unless the context requires otherwise, references to BACs holders terms and conditions contained in this Offer Agreement (including the Notice of Award, Appendix A and Appendix B) and the Plan. For example, important additional information on vesting and forfeiture of this grant is contained in paragraphs 3, 4, 5, 6 and 7 of Appendix A and in Appendix B. PLEASE BE SURE TO READ ALL OF THE DETAILED TERMS AND CONDITIONS OF THIS GRANT. EMPLOYEE ACKNOWLEDGES AND AGREES THAT IF THE COMPANY STOCKHOLDERS DO NOT APPROVE THE ADDITION OF SHARES TO THE PLAN AT THE 2014 ANNUAL MEETING, THIS RESTRICTED STOCK UNIT AWARD SHALL BE IMMEDIATELY CANCELLED AND FORFEITED AND THE EMPLOYEE WILL HAVE NO RIGHTS TO ANY BENEFITS, SHARES OR OTHER CONSIDERATION HEREUNDER AS A RESULT OF SUCH CANCELLATION AND FORFEITURE. EMPLOYEE’S WRITTEN SIGNATURE BELOW ALSO SHALL BE CONSIDERED EMPLOYEE’S ACKNOWLEDGEMENT AND AGREEMENT THAT THE TERMS AND CONDITIONS OF THIS RESTRICTED STOCK UNIT AGREEMENT SHALL CONTROL AND BE CONSIDERED AN AMENDMENT TO ANY WRITTEN AGREEMENT BETWEEN EMPLOYEE AND THE COMPANY, INCLUDING SPECIFICALLY ANY WRITTEN EMPLOYMENT AGREEMENT, OFFER LETTER, SEVERANCE AGREEMENT OR YOUR PARTICIPATION IN THE COMPANY’S CHANGE IN CONTROL AND SEVERANCE PLAN, SOLELY WITH RESPECT TO THE VESTING OF THESE RESTRICTED STOCK UNITS IN THE EVENT OF EMPLOYEE’S TERMINATION OF EMPLOYMENT OR A CHANGE OF CONTROL. [Name] Date: , 2014 Please be sure to Purchase shall be deemed to also refer to Beneficial Owners retain a copy of your signed Agreement; you may obtain a paper copy at any time and Assignees. Questions or requests for assistance may be directed to the Information Agent/Depositary at the address Company’s expense by requesting one from Shareholder Services (see paragraph 14 of the Terms and telephone number set forth belowConditions). Requests for additional copies You must accept this Agreement by signing a paper copy of this Offer the Agreement and delivering it to Purchase, the Letter of Transmittal and other related documents may be directed to the Information Agent/DepositaryShareholder Services. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF APPENDIX A TERMS AND CONDITIONS OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000PERFORMANCE-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSBASED RESTRICTED STOCK UNITS

IMPORTANT. Any (i) BACs holder, (ii) beneficial owner, in You may tender all or any portion of your Indigo shares by: o completing and signing the case letter of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner"), or (iii) person who has purchased BACs but has not yet been reflected on the Partnership's books as a transferee of such BACs (an "Assignee"), desiring transmittal that accompanies this document according to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, in accordance with the instructions in the Letter letter of Transmittal transmittal, having your signature guaranteed if required by Instruction 1 to the letter of transmittal, and mail mailing or deliver delivering the Letter letter of Transmittal, or a facsimile copy thereof, transmittal together with the Indigo share certificates and any other required documents to The Xxxxxx Group, Inc. (the "Information Agent/Depositary"), depositary at the address or facsimile number set forth below, on the back cover; o tendering your Indigo shares according to the procedure for book-entry transfer described in "The Tender Offer --Procedures for Accepting the Offer and Tendering Shares"; or (2) request his or her o asking your broker, dealer, commercial bank, trust company or other nominee to effect tender your shares for you. If your Indigo shares are registered in the transaction name of a broker, dealer, bank, trust company or other nominee you must contact that broker, dealer, bank, trust company or other nominee if you desire to tender your Indigo shares. If you desire to tender your Indigo shares and your Indigo share certificates are not immediately available, or you cannot comply with the procedure for him book-entry transfer on a timely basis, or heryou cannot deliver all required documents to the depositary before the expiration of the offer, you may tender your Indigo shares by following the procedures for guaranteed delivery described under the caption "The Tender Offer -- Procedures for Accepting the Offer and Tendering Shares". Unless the context requires otherwise, references to BACs holders in this Offer to Purchase shall be deemed to also refer to Beneficial Owners and Assignees. Questions You should direct questions or requests for assistance may be directed to the Information Agent/Depositary information agent or the dealer manager at the address their addresses and telephone number set forth belownumbers listed on the back cover of this document. Requests for You may obtain additional copies of this Offer to Purchasedocument, the Letter letter of Transmittal transmittal, the notice of guaranteed delivery and other related documents may be directed to materials from the Information Agent/Depositaryinformation agent or the dealer manager. NO PERSON THIS TRANSACTION HAS NOT BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION ON BEHALF OF TO THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTALCONTRARY IS UNLAWFUL. NO SUCH RECOMMENDATION--------------- The dealer manager for the offer is: XXXXXXXXX & CO., INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASELLC November 17, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 1999 TABLE OF CONTENTSCONTENTS Page

IMPORTANT. Any (i) BACs holder, (ii) beneficial owner, in the case of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner"), or (iii) person who has purchased BACs but has not yet been reflected on the Partnership's books as a transferee of such BACs (an "Assignee"), desiring If you desire to tender all or any or all portion of such person's BACs your Shares to Purchaser pursuant to the Offer, you should either (1a) complete and sign the Letter of TransmittalTransmittal for the Offer, or a facsimile copy thereofwhich is enclosed with this Offer to Purchase, in accordance with the instructions contained in the Letter of Transmittal Transmittal, and mail or deliver the Letter of Transmittal, Transmittal (or a manually executed facsimile copy thereof, ) and any other required documents to The Xxxxxx GroupBank of Oklahoma, Inc. N.A., in its capacity as Depositary for the Offer (the "Information Agent/Depositary"), at and deliver the address certificates for your Shares to the Depositary along with the Letter of Transmittal (or a manually executed facsimile number set forth belowthereof) by following the procedures described in Section 3—"Procedures for Accepting the Offer and Tendering Shares," in each case prior to the Expiration Date, or (2b) request his or her that your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him you. If you desire to tender your Shares pursuant to the Offer and the certificates representing your Shares are not immediately available or her. Unless you cannot deliver all required documents to the context requires otherwiseDepositary prior to the Expiration Date, references you may be able to BACs holders tender your Shares to Purchaser pursuant to the Offer by following the procedures for guaranteed delivery described in this Section 3—"Procedures for Accepting the Offer to Purchase shall be deemed to also refer to Beneficial Owners and Assignees. Tendering Shares." * * * * * Questions or and requests for assistance regarding the Offer or any of the terms thereof may be directed to the Information Agent/Depositary Xxxxx Xxxx or Xxxxx Xxxxxxxx of Purchaser at the address and telephone number set forth below0000 X 00xx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000; (000)000-0000; xxxxx@xxxxxxxxxxxxxxxxxxxxx.xxx. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal Transmittal, the notice of guaranteed delivery and other related documents tender offer materials may be directed to the Information Agent/DepositaryPurchaser. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTALThis Offer to Purchase and the Letter of Transmittal contain important information, and you should read both carefully and in their entirety before making a decision with respect to the Offer. NO SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZEDThis offer has not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the fairness or merits of such transaction or upon the accuracy or adequacy of the information contained in this Offer to Purchase or the Letter of Transmittal. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTSAny representation to the contrary is unlawful. For Additional Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSCONTENTS Page No. Summary Term Sheet 1 Introduction 7 The Tender Offer 9

IMPORTANT. Any Review each of the following statements and initial each statement where indicated. By placing your initials next to each below statement you hereby represent, warrant and covenant, as applicable, that each such statement is true and complete, except only as otherwise disclosed on Schedule 3 of the Personal Information Schedule delivered to Fantex in connection with the Agreement. In addition, please provide copies of all documents or other information specifically requested as part of the below statements and/or relevant to any matter for which additional information has been disclosed pursuant to Schedule 3 of the Personal Information Schedule. IT IS IMPORTANT FOR PARTICIPANT TO ENSURE THE ACCURACY AND COMPLETENESS OF ALL INFORMATION PROVIDED TO FANTEX, WHICH WILL BE RELIED UPON BY FANTEX IN CONNECTION WITH THE POTENTIAL SECURITIES OFFERING AND OTHER MATTERS UNDER THIS AGREEMENT. Initials Statement /s/ JM 1. I have read and fully understand the terms and conditions of the Agreement, and I have had the opportunity to be represented by an attorney, tax advisor and other professional representatives of my choosing in the review, negotiation and execution of the Agreement and performance of my obligations thereunder. /s/ JM 2. I have not made, nor will I hereafter make, any grant, license or assignment whatsoever, which might conflict with or impair the complete enjoyment of the rights and privileges granted to Fantex under the Agreement. /s/ JM 3. I do not require any consent, approval, authorization or permit from, or filing or notification to, any Person in connection with my execution and delivery of the Agreement, and performance of my obligations thereunder. /s/ JM 4. I am not subject to any condition, restriction, disability or obligation (whether physical, legal or contractual), and am otherwise not aware of any material nonpublic information, which could prevent, or materially interfere with my continued participation as a Professional Athlete, and I will promptly disclose the occurrence of any event to Fantex required pursuant to Section 6.2 of the Terms and Conditions. /s/ JM 5. I have never been convicted in a criminal proceeding, nor have I been named the subject of a criminal proceeding that is presently pending (excluding only traffic violations and similar minor offenses). Exhibit A – Participant Questionnaire /s/ JM 6. Except only as listed on Schedule 1 of the Personal Information Schedule, no other Person has any right to receive any portion of my Brand Income in the form of any commission, royalty or other payment based on a percentage (or set amount, i.e., a flat fee arrangement based on a specific Brand Income Contract) of some or all of the Brand Income. I have secured all necessary consents to make available for review by Fantex (and have so made available) a complete copy of each Contract (or summary thereof, if an oral Contract) pursuant to which any such payments are owed. /s/ JM 7. No other Person has any right to demand or receive any portion of the Brand Income in a manner that conflicts with any rights granted to Fantex under this Agreement with respect to the Brand Amounts. /s/ JM 8. I Control all assets of Participant, including, if I have delegated the management of any assets to a third party (“Manager”), then I have also retained the right in my discretion (a) to approve and/or disapprove any decision by a Manager regarding Participant’s assets, and (b) to remove any Manager and/or change Managers at any time. /s/ JM 9. To the extent that I have delegated, or during the Term do delegate, the management of any of my assets to a Manager, then throughout the Term (subject only to the death or incapacity of Talent), I will: (a) retain the right in my discretion to remove any Manager and/or approve or disapprove any decision by a Manager regarding my assets, (b) exercise reasonable control and oversight regarding each Manager’s activities in connection with my assets, and (c) cause any such Manager to comply with the terms and conditions of the Agreement, as applicable. /s/ JM 10. I am not a party (plaintiff or defendant) in any lawsuit, government investigation, arbitration or other legal action, and to my knowledge, there is no valid basis for any of the foregoing. /s/ JM 11. I am not subject to any judgment, order or decree of any court or other government authority. /s/ JM 12. Schedule 2 of the Personal Information Schedule consists of (a) a complete list of all Brand Income Contracts under which Participant is obligated to perform, or from which Participant is entitled to receive any benefit, on or after the Effective Date, and (b) a description of any Participant Owned Businesses. /s/ JM 13. I have provided or made available to Fantex true, correct and complete copies of each written Brand Income Contract, and an accurate detailed written summary of each oral Brand Income Contract. /s/ JM 14. I am currently, and during the past three years have been, in compliance with all material terms under each Brand Income Contract, to the extent applicable, and Participant and I have not received any notice regarding any breach, default, termination or attempt to renegotiate, with respect to any Brand Income Contract. /s/ JM 15. I am not aware of any facts or circumstances that would cause the payments under the Brand Income Contracts to be materially less than the amounts specified in the Brand Income Contracts. /s/ JM 16. I am not aware of any material breach by any other party under any Brand Income Contract. /s/ JM 17. I have timely paid any taxes, fees or withholdings required by any state or federal or international government authority. I have also timely filed all forms and documentation required in connection with any such taxes, fees or withholdings. /s/ JM 18. I am not, and have not been subject to any audit by a government authority in connection with any taxes or governmental fees. I am not subject to any unsatisfied judgments or tax liens. /s/ JM 19. I have not conducted business, applied for or secured credit in, or received any official government identification under, any name or alias, other than the name listed in Section 1 of the Personal Information Schedule provided by Participant concurrently herewith. /s/ JM 20. Neither I, nor any business owned or Controlled by me, has ever declared bankruptcy or settled any debt for less than the amounts actually owed. /s/ JM 21. I have the ability to pay all of my debts and obligations as such debts mature and I do not have any present intention to incur debt beyond my ability to pay as such debts mature. /s/ JM 22. I am not in violation of, and, subject to the immediately following sentence, throughout the Term will not violate in any material respect, any (a) laws, codes, rules, regulations or ordinances of any foreign, federal, state or local government authority (including with respect to any improper payments, bribery, taxation or securities laws), the violation of which could reasonably be expected to have a material adverse effect on (i) BACs holder, Participant’s Persona or (ii) beneficial ownerreceipt of Brand Income by me or any of my Brand Affiliates; or (b) rules, standards or requirements of any league, organization, governing body or association to which I am a member or under which I am bound to comply in connection with my participation in the case Principal Business as a Professional Athlete (including regarding gambling, anti-doping, or reporting of BACs owned any injury or incidents), the violation of which could reasonably be expected to have a material adverse effect on (i) Participant’s Persona or (ii) receipt of Brand Income by Individual Retirement Accounts me or Xxxxx Plans any of my Brand Affiliates. Notwithstanding the immediately preceding sentence, I am agreeing to the covenant contained in the foregoing clause (a "Beneficial Owner"b) on the express condition that any violation by me of any “on field” rules of play (as stated in the applicable League rulebook, as modified from time to time), or (iii) person who has purchased BACs but has not yet been reflected the interpretation or enforcement of any of such rules of play, in each case solely to the extent that it relates to my actions on the Partnership's books as field of play (regardless of whether any such violation carries with it a transferee of such BACs (an "Assignee"fine, suspension or any other economic consequence to me imposed by the League or other applicable association), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereof, and any other required documents to The Xxxxxx Group, Inc. (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. Unless the context requires otherwise, references to BACs holders in this Offer to Purchase shall not be deemed to also refer be a breach of the foregoing clause (b). /s/ JM 23. Without limiting the effect of any statement in this Exhibit A (Participant Questionnaire), all of the documents and information that I have provided, and will provide, to Beneficial Owners Fantex in connection with the Agreement (including the Personal Information Schedule) are true, correct and Assigneescomplete in all material respects, except with respect to any statement that, by its terms, is already limited as to materiality. Questions My responses to this questionnaire (and any documents or requests for assistance may other information provided by me to Fantex in connection with the Agreement) do not, and will not, contain any untrue statement or fail to state a material fact necessary to not make any of such information not misleading, in light of the circumstances in which it was provided. /s/ JM 24. I have disclosed all facts and circumstances that could reasonably be directed expected to be material to Fantex or a reasonable investor or potential investor in the Series in the context of the transactions contemplated by the Agreement, including any event required to be reported to the Information Agent/Depositary at league, organization, governing body or association to which I am a member or under which I am bound to comply in connection with my participation in the address Principal Business as a Professional Athlete. I acknowledge my ongoing obligations throughout the Term to disclose certain facts and telephone number circumstances to Fantex as required pursuant to the terms of this Agreement, including as set forth belowin Section 6 of the Terms and Conditions. Requests for additional copies /s/ JM 25. I have obtained advice from my advisors regarding the legal, tax and accounting consequences of entering into the Agreement, becoming a Fantex participant and the transactions contemplated by the Agreement, and I am not relying on any representation, warranty or statement made by Fantex, or any of its representatives or advisors, regarding such legal, tax and accounting consequences of becoming a Fantex participant and the transactions contemplated by the Agreement. I acknowledge and agree that Fantex is not, and will not at any time be, an agent or representative to Participant. EXHIBIT 10.23 Exhibit B Exclusions From and Examples of Brand Income The contents of this Offer Exhibit B are incorporated by reference into and made a part of that certain Brand Agreement between Fantex and Participant to Purchase, which it is attached (the Letter “Agreement”). Capitalized terms used but not defined in this Exhibit B shall have their respective meanings contained in the Agreement. The following sources of Transmittal and other related documents may revenue shall not be directed to the Information Agent/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSincluded in Brand Income:

IMPORTANT. Any (i) BACs holder, (ii) beneficial owner, Except as otherwise provided in the case Terms and Conditions of BACs owned by Individual Retirement Accounts this Agreement, Employee will not vest in the Restricted Stock Units unless he or Xxxxx Plans (she remains a "Beneficial Owner"), or (iii) person who has purchased BACs but has not yet been reflected on the Partnership's books as a transferee of such BACs (an "Assignee"), desiring Service Provider through each applicable vesting date. Your written signature below indicates your agreement and understanding that this grant is subject to tender any or all of such person's BACs should either (1) complete the terms and sign the Letter of Transmittal, or a facsimile copy thereof, in accordance with the instructions conditions contained in the Letter Terms and Conditions to this Agreement and the Plan. For example, important additional information on vesting and forfeiture of Transmittal this grant is contained in paragraphs 4, 5, 6 and mail or deliver 7 of the Letter Terms and Conditions. PLEASE BE SURE TO READ ALL OF THE TERMS AND CONDITIONS OF THIS GRANT. YOU ACKNOWLEDGE AND AGREE THAT IF THE COMPANY STOCKHOLDERS DO NOT APPROVE THE PLAN AMENDMENT THAT THIS RESTRICTED STOCK UNIT AWARD SHALL BE IMMEDIATELY CANCELLED AND FORFEITED AND THAT YOU WILL HAVE NO RIGHTS TO ANY BENEFITS, SHARES OR OTHER CONSIDERATION HEREUNDER AS A RESULT OF SUCH CANCELLATION AND FORFEITURE. YOUR WRITTEN SIGNATURE BELOW ALSO SHALL BE CONSIDERED YOUR ACKNOWLEDGEMENT AND AGREEMENT THAT THE TERMS AND CONDITIONS OF THIS RESTRICTED STOCK UNIT AGREEMENT SHALL CONTROL AND BE CONSIDERED AN AMENDMENT TO ANY WRITTEN AGREEMENT BETWEEN YOU AND THE COMPANY, INCLUDING SPECIFICALLY ANY WRITTEN EMPLOYMENT AGREEMENT, OFFER LETTER, SEVERANCE AGREEMENT OR YOUR PARTICIPATION IN THE COMPANY’S CHANGE IN CONTROL AND SEVERANCE PLAN, SOLELY WITH RESPECT TO THE VESTING OF THESE RESTRICTED STOCK UNITS IN THE EVENT OF YOUR TERMINATION OF EMPLOYMENT OR A CHANGE OF CONTROL. [Name] Date: Please be sure to retain a copy of Transmittal, or your signed Agreement; you may obtain a facsimile paper copy thereof, at any time and any other required documents to The Xxxxxx Group, Inc. (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or Company’s expense by requesting one from Shareholder Services (2) request his or her broker, dealer, commercial bank, trust company or other nominee see paragraph 17 of the Terms and Conditions). You must accept this Agreement by signing a paper copy of the Agreement and delivering it to effect the transaction for him or herShareholder Services. Unless the context requires otherwise, references to BACs holders in this Offer to Purchase shall be deemed to also refer to Beneficial Owners and Assignees. Questions or requests for assistance may be directed to the Information Agent/Depositary at the address and telephone number set forth below. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal and other related documents may be directed to the Information Agent/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF APPENDIX A TERMS AND CONDITIONS OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000PERFORMANCE-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSBASED RESTRICTED STOCK UNITS

IMPORTANT. Any You must read the following notice before continuing. The following notice applies to this Pricing Supplement to the Preliminary Offering Memorandum and you are therefore advised to read this notice carefully before reading, accessing or making any other use of this Pricing Supplement. In reading, accessing or making any other use of this Pricing Supplement, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Initial Purchasers as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF THE OFFERED SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE OFFER AND SALE OF THE OFFERED SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE OFFERED SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. WITHIN THE UNITED KINGDOM, THE DISTRIBUTION OF THIS PRICING SUPPLEMENT (A) IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FINANCIAL SERVICES AND MARKETS XXX 0000 (“FSMA”), IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE INVESTMENT PROFESSIONALS, AS SUCH TERM IS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS XXX 0000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “FINANCIAL PROMOTION ORDER”), (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL PROMOTION ORDER, OR (III) ARE PERSONS TO WHOM This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated October 1, 2015 IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “FPO PERSONS”); AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE INVESTMENT PROFESSIONALS, AS SUCH TERM IS DEFINED IN ARTICLE 14(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001, AS AMENDED (THE “EXEMPTIONS ORDER”), (II) ARE PERSONS FALLING WITHIN ARTICLE 22(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE EXEMPTIONS ORDER, OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS, TOGETHER WITH THE FPO PERSONS, THE “RELEVANT PERSONS”). THIS PRICING SUPPLEMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRICING SUPPLEMENT RELATES, INCLUDING THE OFFERED SECURITIES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS PRICING SUPPLEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS PRICING SUPPLEMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS. Confirmation of Your Representation: In order to be eligible to view this Pricing Supplement or make an investment decision with respect to the Offered Securities, you must be (A) (i) BACs holdera Qualified Institutional Buyer, (ii) beneficial owneraware that the sale of the Offered Securities to you is being made in reliance on Rule 144A and (iii) acquiring such Offered Securities for your own account or for the account of another Qualified Institutional Buyer, in as the case may be, (B) (i) an Institutional Accredited Investor or an entity owned entirely by other Institutional Accredited Investors, (ii) acquiring such Offered Securities for your own account and (iii) do not intend to resell or distribute such Offered Securities in any manner that would violate, or require registration under, Section 5 of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner")the Securities Act, or (C) (i) not a “U.S. person” as defined in Rule 902(k) of Regulation S (a “U.S. Person”), (ii) not acquiring such Offered Securities for the account or benefit of a U.S. Person and (iii) person who is acquiring such Offered Securities in an “offshore transaction” as defined in Rule 902(h) of Regulation S. You are reminded that this Pricing Supplement has purchased BACs but has not yet been reflected delivered to you on the Partnership's books as basis that you are a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, person into whose possession this Pricing Supplement may be lawfully delivered in accordance with the instructions laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Pricing Supplement to any other person. The materials relating to the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereofoffering do not constitute, and may not be used in connection with, an offer or solicitation in any other required documents to The Xxxxxx Groupplace where such offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, Inc. (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. Unless the context requires otherwise, references to BACs holders in this Offer to Purchase offering shall be deemed to also refer be made by the Initial Purchasers or such affiliate on behalf of the Issuer in such jurisdiction. This Pricing Supplement has been sent to Beneficial Owners and Assigneesyou in an electronic form. Questions or requests for assistance You are reminded that documents transmitted via this medium may be directed altered or changed during the process of electronic transmission and consequently none of Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., the other initial purchasers nor any person who controls any of them nor any director, officer, employee or agent of any of them nor any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this Pricing Supplement distributed to you in electronic format and the hard copy version available to you on request from Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and the other initial purchasers. By accepting delivery of this Pricing Supplement, you agree to the Information Agent/Depositary at the address foregoing. This Pricing Supplement is qualified in its entirety by reference to, and telephone number set forth below. Requests for additional copies of this Offer to Purchasemust be read in conjunction with, the Letter Preliminary Offering Memorandum dated October 1, 2015 ISSUER: SBA Tower Trust SERIES OF SECURITIES: Secured Tower Revenue Securities, Series 2015-1 SUBCLASS: 2015-1C Initial Subclass Principal Balance: $500,000,000 % of Transmittal Class Principal Balance: 11.90% CURRENCY: U.S. Dollars OFFERING FORM: 144A/IAI/Reg S PASS-THROUGH RATE: 3.156% BASE COMPONENT RATE: 3.156% POST-ARD SPREAD: 1.85% DSCR AS OF CLOSING DATE: 4.40x ANTICIPATED REPAYMENT DATE: October 2020 FINAL REPAYMENT DATE: October 2045 PAYMENT FREQUENCY Monthly RATINGS:1 Xxxxx’x/Fitch: A2(sf)/Asf DENOMINATIONS: The Offered Securities will be issued in a denomination of not less than $25,000 initial principal balance and other related documents in integral multiples of $1,000 in excess thereof, except that Offered Securities issued to Institutional Accredited Investors that are not Qualified Institutional Buyers will be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. DAY COUNT: 30/360 OFFERING PRICE: 100% PRICING DATE: October 6, 2015 CLOSING DATE: October 14, 2015 EXPECTED SETTLEMENT: T+5 (October 14, 2015)2 1 An explanation of the significance of ratings may be directed obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the securities should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the Information Agent/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSassigning rating agency.

IMPORTANT. Any (i) BACs holder, (ii) beneficial owner, in the case of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner"), or (iii) person who has purchased BACs but has not yet been reflected on the Partnership's books as a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereof, and any other required documents to The Xxxxxx Group, Inc. (the "Information Agent/Depositary"), Purchaser at the address or facsimile number set forth below, or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. Unless the context requires otherwise, references to BACs holders in this Offer to Purchase shall be deemed to also refer to Beneficial Owners and Assignees. Questions or requests for assistance may be directed to the Information Agent/Depositary Purchaser at the address and telephone number set forth below. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal and other related documents may be directed to the Information Agent/DepositaryPurchaser. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Lehigh Tax Credit Partners III L.L.C. c/o Related Capital Company 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 TelephoneTel: (000) 1-800-600-6422 ext. 2040 Fax: 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTS

IMPORTANT. Any (i) BACs holderIf you wish to tender all or any part of your Shares before the Offer expires, (ii) beneficial owner, you must: if your Shares are registered in the case name of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner"), or (iii) person who has purchased BACs but has not yet been reflected on the Partnership's books as a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereof, and any other required documents to The Xxxxxx Group, Inc. (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2) request his or her broker, dealer, commercial bank, trust company or other nominee, contact the nominee to effect and request that the transaction nominee tender your Shares for him or heryou; or. Unless if your Shares are registered in your name, follow the context requires otherwiseinstructions described in "THE TENDER OFFER - PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES" on page 12 carefully, references to BACs holders including completing a Letter of Transmittal in this Offer to Purchase shall be deemed to also refer to Beneficial Owners accordance with the instructions and Assignees. Questions or requests for assistance may be directed delivering it, along with your Share certificates and any other required items, to the Information Agent/Depositary at Depositary. Because Holdings may not, without the address sanction of the Bermuda Supreme Court, be able to transfer record ownership of Shares while it is in liquidation, LCC reserves the right to reject tenders of Non-Street Name Shares. If you want to tender your Shares and telephone number the certificates for your Shares are not immediately available, or cannot be delivered to the Depositary, or you cannot comply with the procedure for book-entry transfer or other required documents cannot be delivered to the Depositary, prior to expiration of the Offer, then you must tender the Shares pursuant to the guaranteed delivery procedure set forth belowin "THE TENDER OFFER - PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES" on page 12. Requests for If your Shares are registered in your name, to properly tender your Shares, you also must validly and fully complete the Letter of Transmittal. If you have questions, need assistance or require additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery, you should contact Gxxxxxxxx Shareholder Communications, Inc., as Information Agent for the Offer, at its address and other related documents may be directed telephone numbers set forth on the back cover of this Offer to the Information Agent/DepositaryPurchase. NO PERSON HAS BEEN WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION OR TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION REPRESENTATIONS IN CONNECTION WITH THIS OFFER OTHER THAN AS THOSE CONTAINED HEREIN IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER OF TRANSMITTAL. NO SUCH IF ANYONE MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR REPRESENTATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSAUTHORIZED BY LCC.

IMPORTANT. Any You must read the following notice before continuing. The following notice applies to this Pricing Supplement and to the Preliminary Offering Memorandum and you are therefore advised to read this notice carefully before reading, accessing or making any other use of this Pricing Supplement. In reading, accessing or making any other use of this Pricing Supplement, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Initial Purchasers as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF THE OFFERED SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE OFFER AND SALE OF THE OFFERED SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE OFFERED SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated April 27, 2021 SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. NOTICE TO INVESTORS: UNITED KINGDOM THE OFFERED SECURITIES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO, AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO, ANY RETAIL INVESTOR IN UNITED KINGDOM (THE “UK”). FOR THESE PURPOSES, THE EXPRESSION A “UK RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF THE FOLLOWING: (I) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF COMMISSION DELEGATED REGULATION (EU) 2017/565, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED, THE “EUWA”) AND AS AMENDED; (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED, “FSMA”) AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA (SUCH RULES AND REGULATIONS AS AMENDED) TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA AND AS AMENDED; OR (III) NOT A QUALIFIED INVESTOR (A “UK QUALIFIED INVESTOR”) AS DEFINED IN ARTICLE 2 OF REGULATION (EU) 2017/1129, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA AND AS AMENDED (THE “UK PROSPECTUS REGULATION”). CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA AND AS AMENDED (THE “UK PRIIPS REGULATION”) FOR OFFERING OR SELLING THE OFFERED SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO UK RETAIL INVESTORS IN THE UK HAS BEEN PREPARED; AND THEREFORE OFFERING OR SELLING THE OFFERED SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO ANY UK RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER THE UK PRIIPS REGULATION. THIS PRICING SUPPLEMENT IS NOT A PROSPECTUS FOR PURPOSES OF THE UK PROSPECTUS REGULATION. THIS PRICING SUPPLEMENT HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF OFFERED SECURITIES IN THE UK WILL BE MADE ONLY TO A LEGAL ENTITY WHICH IS A UK QUALIFIED INVESTOR. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE UK OF OFFERED SECURITIES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PRICING SUPPLEMENT MAY DO SO ONLY WITH RESPECT TO UK QUALIFIED INVESTORS. NEITHER THE TOWER TRUST, THE DEPOSITOR, NOR ANY INITIAL PURCHASER HAS AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF OFFERED SECURITIES IN THE UK OTHER THAN TO UK QUALIFIED INVESTORS. ANY DISTRIBUTOR SUBJECT TO THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK (THE “UK MIFIR PRODUCT GOVERNANCE RULES”) THAT IS OFFERING, SELLING OR RECOMMENDING THE OFFERED SECURITIES IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE OFFERED SECURITIES AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS. NEITHER THE TOWER TRUST, THE DEPOSITOR, NOR (EXCEPT AS REGARDS ITSELF OR AGENTS ACTING ON ITS BEHALF, TO THE EXTENT RELEVANT) ANY INITIAL PURCHASER MAKES ANY REPRESENTATIONS OR WARRANTIES AS TO A DISTRIBUTOR’S COMPLIANCE WITH THE UK MIFIR PRODUCT GOVERNANCE RULES. THE TOWER TRUST DESCRIBED IN THIS PRICING SUPPLEMENT MAY CONSTITUTE A COLLECTIVE INVESTMENT SCHEME AS DEFINED BY SECTION 235 OF THE FSMA. IT HAS NOT BEEN AUTHORIZED, OR OTHERWISE RECOGNIZED OR APPROVED PURSUANT TO THE FSMA AND, AS AN UNREGULATED COLLECTIVE INVESTMENT SCHEME, THE OFFERED SECURITIES ACCORDINGLY CANNOT BE MARKETED IN THE UK TO THE GENERAL PUBLIC, EXCEPT IN ACCORDANCE WITH THE FSMA. WITHIN THE UK, THE COMMUNICATION OF THIS PRICING SUPPLEMENT (A) IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, AND DIRECTED ONLY AT, PERSONS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO ARE INVESTMENT PROFESSIONALS, AS SUCH TERM IS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS XXX 0000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “FINANCIAL PROMOTION ORDER”); (II) WHO FALL WITHIN ARTICLE 49(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL PROMOTION ORDER; OR (III) TO WHOM THIS PRICING SUPPLEMENT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “FPO PERSONS”); AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, AND DIRECTED ONLY AT, PERSONS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN PARTICIPATING IN UNREGULATED SCHEMES (AS DEFINED FOR PURPOSES OF THE FINANCIAL SERVICES AND MARKETS This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated April 27, 2021 XXX 0000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001 (AS AMENDED, THE “PCIS EXEMPTIONS ORDER”)) AND WHO FALL WITHIN ARTICLE 14(5) OF THE PCIS EXEMPTIONS ORDER; OR (II) WHO FALL WITHIN ARTICLE 22(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE PCIS EXEMPTIONS ORDER; OR (III) ARE PERSONS TO WHICH THE TOWER TRUST MAY LAWFULLY BE PROMOTED IN ACCORDANCE WITH SECTION 4.12 OF THE UNITED KINGDOM FINANCIAL CONDUCT AUTHORITY’S CONDUCT OF BUSINESS SOURCEBOOK (ALL SUCH PERSONS, TOGETHER WITH FPO PERSONS, THE “RELEVANT PERSONS”). THIS PRICING SUPPLEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN THE UK WHO ARE NOT RELEVANT PERSONS. IN THE UK, ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRICING SUPPLEMENT RELATES, INCLUDING THE OFFERED SECURITIES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH OFFERED SECURITIES WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PROSPECTIVE INVESTORS IN THE UK ARE ADVISED THAT ALL, OR MOST, OF THE PROTECTIONS AFFORDED BY THE UK REGULATORY SYSTEM WILL NOT APPLY TO AN INVESTMENT IN THE OFFERED SECURITIES AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE UK FINANCIAL SERVICES COMPENSATION SCHEME. NOTICE TO INVESTORS: THE EUROPEAN ECONOMIC AREA THE OFFERED SECURITIES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (“EEA”). FOR THESE PURPOSES, THE EXPRESSION A “EU RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF THE FOLLOWING: (I) A RETAIL CLIENT, AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, “MIFID II” ); (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 AS AMENDED, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR (AN “EU QUALIFIED INVESTOR”) AS DEFINED IN ARTICLE 2 OF REGULATION (EU) 2017/1129 (AS AMENDED, THE “EU PROSPECTUS REGULATION”). CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE “EU PRIIPS REGULATION”) FOR OFFERING OR SELLING THE OFFERED SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO EU RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED; AND THEREFORE OFFERING OR SELLING THE OFFERED SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO ANY EU RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE EU PRIIPS REGULATION. THIS PRICING SUPPLEMENT IS NOT A PROSPECTUS FOR PURPOSES OF THE EU PROSPECTUS REGULATION. THIS PRICING SUPPLEMENT HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF OFFERED SECURITIES IN THE EEA WILL BE MADE ONLY TO A LEGAL ENTITY WHICH IS AN EU QUALIFIED INVESTOR. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE EEA OF OFFERED SECURITIES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PRICING SUPPLEMENT MAY DO SO ONLY WITH RESPECT TO EU QUALIFIED INVESTORS. NEITHER THE TOWER TRUST, THE DEPOSITOR NOR ANY INITIAL PURCHASER HAS AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF OFFERED SECURITIES IN THE EEA OTHER THAN TO EU QUALIFIED INVESTORS. ANY DISTRIBUTOR SUBJECT TO MIFID II THAT IS OFFERING, SELLING OR RECOMMENDING THE OFFERED SECURITIES IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE OFFERED SECURITIES AND DETERMINING ITS OWN DISTRIBUTION CHANNELS FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE RULES UNDER COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 (AS AMENDED, THE “DELEGATED DIRECTIVE”). NEITHER THE TOWER TRUST, THE DEPOSITOR, NOR (EXCEPT AS REGARDS ITSELF OR AGENTS ACTING ON ITS BEHALF, TO THE EXTENT RELEVANT) ANY INITIAL PURCHASER MAKES ANY REPRESENTATIONS OR WARRANTIES AS TO A DISTRIBUTOR’S COMPLIANCE WITH THE DELEGATED DIRECTIVE. This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated April 27, 2021 THIS PRICING SUPPLEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS PRICING SUPPLEMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS. Confirmation of Your Representation: In order to be eligible to view this Pricing Supplement or make an investment decision with respect to the Offered Securities, you must be (A) (i) BACs holdera Qualified Institutional Buyer, (ii) beneficial owneraware that the sale of the Offered Securities to you is being made in reliance on Rule 144A and (iii) acquiring such Offered Securities for your own account or for the account of another Qualified Institutional Buyer, in as the case may be, (B) (i) an Institutional Accredited Investor or an entity owned entirely by other Institutional Accredited Investors, (ii) acquiring such Offered Securities for your own account and (iii) not intending to resell or distribute such Offered Securities in any manner that would violate, or require registration under, Section 5 of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner")the Securities Act, or (C) (i) not a “U.S. person” as defined in Rule 902(k) of Regulation S (a “U.S. Person”), (ii) not acquiring such Offered Securities for the account or benefit of a U.S. Person and (iii) person who acquiring such Offered Securities in an “offshore transaction” as defined in Rule 902(h) of Regulation S. You are reminded that this Pricing Supplement has purchased BACs but has not yet been reflected delivered to you on the Partnership's books as basis that you are a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, person into whose possession this Pricing Supplement may be lawfully delivered in accordance with the instructions laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Pricing Supplement to any other person. The materials relating to the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereofoffering do not constitute, and may not be used in connection with, an offer or solicitation in any other required documents to The Xxxxxx Groupplace where such offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, Inc. (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. Unless the context requires otherwise, references to BACs holders in this Offer to Purchase offering shall be deemed to also refer be made by the Initial Purchasers or such affiliate on behalf of the Issuer in such jurisdiction. This Pricing Supplement has been sent to Beneficial Owners and Assigneesyou in an electronic form. Questions or requests for assistance You are reminded that documents transmitted via this medium may be directed altered or changed during the process of electronic transmission and consequently none of Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Mizuho Securities USA LLC, the other initial purchasers nor any person who controls any of them nor any director, officer, employee or agent of any of them nor any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this Pricing Supplement distributed to you in electronic format and the hard copy version available to you on request from Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Mizuho Securities USA LLC and the other initial purchasers. By accepting delivery of this Pricing Supplement, you agree to the Information Agent/Depositary at the address and telephone number set forth belowforegoing. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal and other related documents may be directed to the Information Agent/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information CallISSUER: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSSBA Tower Trust

IMPORTANT. Any If you wish to tender all or a portion of your Shares to Purchaser in the Offer, you must either (i) BACs holder, (ii) beneficial owner, in the case of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner"), or (iii) person who has purchased BACs but has not yet been reflected on the Partnership's books as a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, Transmittal that accompanies this Offer to Purchase in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereof, Transmittal and any all other required documents to The Xxxxxx Group, Inc. the Depositary (as defined below in the "Information Agent/Depositary"), at “Summary Term Sheet”) together with certificates representing the address Shares tendered or facsimile number follow the procedure for book-entry transfer set forth below, in Section 3 – “Procedures for Accepting the Offer and Tendering Shares” or (2ii) request his or her your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him you. If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or her. Unless other nominee, you must contact that institution in order to tender your Shares to the context requires otherwise, references to BACs holders in this Offer to Purchase shall be deemed to also refer to Beneficial Owners and AssigneesPurchaser before the expiration of the Offer. Questions or and requests for assistance may should be directed to the Information Agent/Depositary Agent (as defined below in the “Summary Term Sheet”) at the address and telephone number numbers set forth belowon the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the related Letter of Transmittal and other materials related documents to the Offer may also be directed to obtained at our expense from the Information Agent/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTALAdditionally, copies of this Offer to Purchase, the related Letter of Transmittal and any other material related to the Offer may be found at xxx.xxx.xxx. NO SUCH RECOMMENDATIONYou may also contact your broker, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZEDdealer, commercial bank, trust company or other nominee for assistance. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASEThis Offer to Purchase and the related Letter of Transmittal contain important information, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTSand you should read both carefully and in their entirety before making a decision with respect to the Offer. For Additional Neither the Offer nor the Merger has been approved or disapproved by the United States Securities and Exchange Commission (the “SEC”) or any state securities commission, nor has the SEC or any state securities commission passed upon the fairness or merits of the Offer or the Merger or upon the accuracy or adequacy of the information contained in this Offer to Purchase or the Letter of Transmittal. Any representation to the contrary is unlawful and a criminal offense. The Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSAgent for the Offer is:

IMPORTANT. Any (i) BACs holderUnitholder, (ii) beneficial owner, in the case of BACs Depositary Receipts of Units owned by Individual Retirement Accounts or Xxxxx Plans Keogx Xxxns (a "Beneficial Owner"), or (iii) person who has purchased BACs Depositary Receipts but has not yet been reflected on the Partnership's books as a transferee of such BACs Depositary Receipts (an "Assignee"), desiring to tender any or all of such person's BACs Depositary Receipts should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereof, and any other required documents to The Xxxxxx GroupHermxx Xxxup, Inc. (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. Unless the context requires otherwise, references to BACs holders Unitholders in this Offer to Purchase shall be deemed to also refer to Beneficial Owners and Assignees. Questions or requests for assistance may be directed to the Information Agent/Depositary at the address and telephone number set forth below. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal and other related documents may be directed to the Information Agent/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER PURCHASERS OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER UNITHOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information CallFOR ADDITIONAL INFORMATION CALL: The Xxxxxx GroupTHE HERMXX XXXUP, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx XxxxxxINC. 2121 XXX XXXXXXX XXXXXX 00XX XXXXX XXXXXX, Xxxxx XX 00000 TelephoneTELEPHONE: (000800) 000-0000 FacsimileFACSIMILE: (000214) 000-0000 TABLE OF CONTENTSXX (214) 000-0000

IMPORTANT. Any (i) BACs holder, (ii) beneficial owner, in the case of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner"), or (iii) person who has purchased BACs but has not yet been reflected on the Partnership's books as a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereof, and any other required documents to The Xxxxxx Group, Inc. (the "Information Agent/Depositary"), Purchaser at the address or facsimile number set forth below, or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. Unless the context requires otherwise, references to BACs holders in this Offer to Purchase shall be deemed to also refer to Beneficial Owners and Assignees. Questions or requests for assistance may be directed to the Information Agent/Depositary Purchaser at the address and telephone number set forth below. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal and other related documents may be directed to the Information Agent/DepositaryPurchaser. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTS:

IMPORTANT. Any You must read the following notice before continuing. The following notice applies to this Pricing Supplement and to the Preliminary Offering Memorandum and you are therefore advised to read this notice carefully before reading, accessing or making any other use of this Pricing Supplement. In reading, accessing or making any other use of this Pricing Supplement, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Initial Purchasers as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF THE OFFERED SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE OFFER AND SALE OF THE OFFERED SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE OFFERED SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated July 6, 2020 NOTICE TO INVESTORS: UNITED KINGDOM THE DISTRIBUTION OF THIS PRICING SUPPLEMENT (A) IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, AND DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM (THE “UK”); OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO ARE INVESTMENT PROFESSIONALS, AS SUCH TERM IS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS XXX 0000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “FINANCIAL PROMOTION ORDER”); OR (III) FALL WITHIN ARTICLE 49(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL PROMOTION ORDER; OR (IV) ARE PERSONS TO WHOM THIS PRICING SUPPLEMENT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “FPO PERSONS”); AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, AND DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UK; OR (II) HAVE PROFESSIONAL EXPERIENCE IN PARTICIPATING IN UNREGULATED SCHEMES (AS DEFINED FOR PURPOSES OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001 (AS AMENDED, THE “PCIS EXEMPTIONS ORDER”)) AND WHO FALL WITHIN ARTICLE 14(5) OF THE PCIS EXEMPTIONS ORDER; OR (III) FALL WITHIN ARTICLE 22(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE PCIS EXEMPTIONS ORDER; OR (IV) ARE PERSONS TO WHICH THE TOWER TRUST MAY LAWFULLY BE PROMOTED IN ACCORDANCE WITH SECTION 4.12 OF THE UNITED KINGDOM FINANCIAL CONDUCT AUTHORITY’S CONDUCT OF BUSINESS SOURCEBOOK (ALL SUCH PERSONS, TOGETHER WITH FPO PERSONS, THE “RELEVANT PERSONS”). THIS PRICING SUPPLEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN THE UK WHO ARE NOT RELEVANT PERSONS. IN THE UK, ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRICING SUPPLEMENT RELATES, INCLUDING THE OFFERED SECURITIES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PROSPECTIVE INVESTORS IN THE UK ARE ADVISED THAT ALL, OR MOST, OF THE PROTECTIONS AFFORDED BY THE UK REGULATORY SYSTEM WILL NOT APPLY TO AN INVESTMENT IN THE TOWER TRUST AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE UK FINANCIAL SERVICES COMPENSATION SCHEME. NOTICE TO INVESTORS: THE EUROPEAN ECONOMIC AREA AND UNITED KINGDOM THE OFFERED SECURITIES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (“EEA”) OR IN THE UK. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, “MIFID II” ); (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR (“QUALIFIED INVESTOR”) AS DEFINED IN REGULATION (EU) 2017/1129 (THE “PROSPECTUS REGULATION”). CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THE OFFERED SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR IN THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE OFFERED SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR IN THE UK MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION. THIS PRICING SUPPLEMENT IS NOT A PROSPECTUS FOR PURPOSES OF THE PROSPECTUS REGULATION. THIS PRICING SUPPLEMENT HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF OFFERED SECURITIES IN THE EEA OR IN THE UK WILL BE MADE ONLY TO A QUALIFIED INVESTOR. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE EEA OR IN THE UK OF OFFERED SECURITIES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PRICING SUPPLEMENT MAY DO SO ONLY WITH RESPECT TO QUALIFIED INVESTORS. NEITHER THE TOWER TRUST, NOR ANY INITIAL PURCHASER HAS AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF OFFERED SECURITIES IN THE EEA OR IN THE UK OTHER THAN TO QUALIFIED INVESTORS. This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated July 6, 2020 ANY DISTRIBUTOR SUBJECT TO MIFID II THAT IS OFFERING, SELLING OR RECOMMENDING THE OFFERED SECURITIES IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE OFFERED SECURITIES AND DETERMINING ITS OWN DISTRIBUTION CHANNELS FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE RULES UNDER COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 (AS AMENDED, THE “DELEGATED DIRECTIVE”). NEITHER THE TOWER TRUST, THE DEPOSITOR NOR ANY INITIAL PURCHASER MAKES ANY REPRESENTATIONS OR WARRANTIES AS TO A DISTRIBUTOR’S COMPLIANCE WITH THE DELEGATED DIRECTIVE. THIS PRICING SUPPLEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS PRICING SUPPLEMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS. Confirmation of Your Representation: In order to be eligible to view this Pricing Supplement or make an investment decision with respect to the Offered Securities, you must be (A) (i) BACs holdera Qualified Institutional Buyer, (ii) beneficial owneraware that the sale of the Offered Securities to you is being made in reliance on Rule 144A and (iii) acquiring such Offered Securities for your own account or for the account of another Qualified Institutional Buyer, in as the case may be, (B) (i) an Institutional Accredited Investor or an entity owned entirely by other Institutional Accredited Investors, (ii) acquiring such Offered Securities for your own account and (iii) not intending to resell or distribute such Offered Securities in any manner that would violate, or require registration under, Section 5 of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner")the Securities Act, or (C) (i) not a “U.S. person” as defined in Rule 902(k) of Regulation S (a “U.S. Person”), (ii) not acquiring such Offered Securities for the account or benefit of a U.S. Person and (iii) person who acquiring such Offered Securities in an “offshore transaction” as defined in Rule 902(h) of Regulation S. You are reminded that this Pricing Supplement has purchased BACs but has not yet been reflected delivered to you on the Partnership's books as basis that you are a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, person into whose possession this Pricing Supplement may be lawfully delivered in accordance with the instructions laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Pricing Supplement to any other person. The materials relating to the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereofoffering do not constitute, and may not be used in connection with, an offer or solicitation in any other required documents to The Xxxxxx Groupplace where such offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, Inc. (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. Unless the context requires otherwise, references to BACs holders in this Offer to Purchase offering shall be deemed to also refer be made by the Initial Purchasers or such affiliate on behalf of the Issuer in such jurisdiction. This Pricing Supplement has been sent to Beneficial Owners and Assigneesyou in an electronic form. Questions or requests for assistance You are reminded that documents transmitted via this medium may be directed altered or changed during the process of electronic transmission and consequently none of Barclays Capital Inc., Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC, the other initial purchasers nor any person who controls any of them nor any director, officer, employee or agent of any of them nor any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this Pricing Supplement distributed to you in electronic format and the hard copy version available to you on request from Barclays Capital Inc., Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC and the other initial purchasers. By accepting delivery of this Pricing Supplement, you agree to the Information Agent/Depositary at the address and telephone number set forth belowforegoing. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal and other related documents may be directed to the Information Agent/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information CallISSUER: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSSBA Tower Trust

IMPORTANT. Any You must read the following notice before continuing. The following notice applies to this Pricing Supplement to the Preliminary Offering Memorandum and you are therefore advised to read this notice carefully before reading, accessing or making any other use of this Pricing Supplement. In reading, accessing or making any other use of this Pricing Supplement, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Initial Purchasers as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF OFFERED SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE OFFERED SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE OFFERED SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. WITHIN THE UNITED KINGDOM, THE DISTRIBUTION OF THIS PRICING SUPPLEMENT (A) IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FINANCIAL SERVICES AND MARKETS XXX 0000 (“FSMA”), IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE INVESTMENT PROFESSIONALS, AS SUCH TERM IS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS XXX 0000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “FINANCIAL PROMOTION ORDER”), (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL PROMOTION ORDER, OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “FPO PERSONS”); AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE INVESTMENT PROFESSIONALS, AS SUCH TERM IS DEFINED IN ARTICLE 14(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated April 1, 2013, as supplemented by the First Supplement dated April 4, 2013 SCHEMES) (EXEMPTIONS) ORDER 2001, AS AMENDED (THE “EXEMPTIONS ORDER”), (II) ARE PERSONS FALLING WITHIN ARTICLE 22(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE EXEMPTIONS ORDER, OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS, TOGETHER WITH THE FPO PERSONS, THE “RELEVANT PERSONS”). THIS PRICING SUPPLEMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRICING SUPPLEMENT RELATES, INCLUDING THE OFFERED SECURITIES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS SUPPLEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS SUPPLEMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS. Confirmation of Your Representation: In order to be eligible to view this Pricing Supplement or make an investment decision with respect to the Offered Securities, you must be (A) (i) BACs holdera Qualified Institutional Buyer, (ii) beneficial owneraware that the sale of the Offered Securities to you is being made in reliance on Rule 144A and (iii) acquiring such Offered Securities for your own account or for the account of another Qualified Institutional Buyer, in as the case may be, (B) (i) an Institutional Accredited Investor or an entity owned entirely by other Institutional Accredited Investors, (ii) acquiring such Offered Securities for your own account and (iii) do not intend to resell or distribute such Offered Securities in any manner that would violate, or require registration under, Section 5 of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner")the Securities Act, or (C) (i) not a “U.S. person” as defined in Rule 902(k) of Regulation S (a “U.S. Person”), (ii) not acquiring such Offered Securities for the account or benefit of a U.S. Person and (iii) person who is acquiring such Offered Securities in an “offshore transaction” as defined in Rule 902(h) of Regulation S. You are reminded that this Pricing Supplement has purchased BACs but has not yet been reflected delivered to you on the Partnership's books as basis that you are a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, person into whose possession this Pricing Supplement may be lawfully delivered in accordance with the instructions laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Pricing Supplement to any other person. The materials relating to the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereofoffering do not constitute, and may not be used in connection with, an offer or solicitation in any other required documents to The Xxxxxx Groupplace where such offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, Inc. (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. Unless the context requires otherwise, references to BACs holders in this Offer to Purchase offering shall be deemed to also refer be made by the Initial Purchasers or such affiliate on behalf of the Issuer in such jurisdiction. This Pricing Supplement has been sent to Beneficial Owners and Assigneesyou in an electronic form. Questions or requests for assistance You are reminded that documents transmitted via this medium may be directed altered or changed during the process of electronic transmission and consequently none of Barclays Capital Inc., Deutsche Bank Securities Inc., the other initial purchasers nor any person who controls any of them nor any director, officer, employee or agent of any of them nor any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this Pricing Supplement distributed to you in electronic format and the hard copy version available to you on request from Barclays Capital Inc., Deutsche Bank Securities Inc. and the other initial purchasers. By accepting delivery of this Pricing Supplement, you agree to the Information Agent/Depositary at the address foregoing. This Pricing Supplement is qualified in its entirety by reference to, and telephone number set forth below. Requests for additional copies of this Offer to Purchasemust be read in conjunction with, the Letter of Transmittal and other related documents may be directed to Preliminary Offering Memorandum dated April 1, 2013, as supplemented by the Information Agent/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATIONFirst Supplement dated April 4, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information Call2013 ISSUER: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSSBA Tower Trust

IMPORTANT. Any You must read the following notice before continuing. The following notice applies to this Pricing Supplement to the Preliminary Offering Memorandum and you are therefore advised to read this notice carefully before reading, accessing or making any other use of this Pricing Supplement. In reading, accessing or making any other use of this Pricing Supplement, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Initial Purchasers as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF THE OFFERED SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE OFFERED SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE OFFERED SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. WITHIN THE UNITED KINGDOM, THE DISTRIBUTION OF THIS PRICING SUPPLEMENT (A) IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”), IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE INVESTMENT PROFESSIONALS, AS SUCH TERM IS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated September 30, 2014 AMENDED (THE “FINANCIAL PROMOTION ORDER”), (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL PROMOTION ORDER, OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “FPO PERSONS”); AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE INVESTMENT PROFESSIONALS, AS SUCH TERM IS DEFINED IN ARTICLE 14(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001, AS AMENDED (THE “EXEMPTIONS ORDER”), (II) ARE PERSONS FALLING WITHIN ARTICLE 22(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE EXEMPTIONS ORDER, OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS, TOGETHER WITH THE FPO PERSONS, THE “RELEVANT PERSONS”). THIS PRICING SUPPLEMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRICING SUPPLEMENT RELATES, INCLUDING THE OFFERED SECURITIES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS PRICING SUPPLEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS PRICING SUPPLEMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS. Confirmation of Your Representation: In order to be eligible to view this Pricing Supplement or make an investment decision with respect to the Offered Securities, you must be (A) (i) BACs holdera Qualified Institutional Buyer, (ii) beneficial owneraware that the sale of the Offered Securities to you is being made in reliance on Rule 144A and (iii) acquiring such Offered Securities for your own account or for the account of another Qualified Institutional Buyer, in as the case may be, (B) (i) an Institutional Accredited Investor or an entity owned entirely by other Institutional Accredited Investors, (ii) acquiring such Offered Securities for your own account and (iii) do not intend to resell or distribute such Offered Securities in any manner that would violate, or require registration under, Section 5 of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner")the Securities Act, or (C) (i) not a “U.S. person” as defined in Rule 902(k) of Regulation S (a “U.S. Person”), (ii) not acquiring such Offered Securities for the account or benefit of a U.S. Person and (iii) person who is acquiring such Offered Securities in an “offshore transaction” as defined in Rule 902(h) of Regulation S. You are reminded that this Pricing Supplement has purchased BACs but has not yet been reflected delivered to you on the Partnership's books as basis that you are a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, person into whose possession this Pricing Supplement may be lawfully delivered in accordance with the instructions laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Pricing Supplement to any other person. The materials relating to the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereofoffering do not constitute, and may not be used in connection with, an offer or solicitation in any other required documents to The Xxxxxx Groupplace where such offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, Inc. (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. Unless the context requires otherwise, references to BACs holders in this Offer to Purchase offering shall be deemed to also refer be made by the Initial Purchasers or such affiliate on behalf of the Issuer in such jurisdiction. This Pricing Supplement has been sent to Beneficial Owners and Assigneesyou in an electronic form. Questions or requests for assistance You are reminded that documents transmitted via this medium may be directed altered or changed during the process of electronic transmission and consequently none of Barclays Capital Inc., Citigroup Global Markets Inc., Xxxxx Fargo Securities, LLC, the other initial purchasers nor any person who controls any of them nor any director, officer, employee or agent of any of them nor any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this Pricing Supplement distributed to you in electronic format and the hard copy version available to you on request from Barclays Capital Inc., Citigroup Global Markets Inc., Xxxxx Fargo Securities, LLC and the other initial purchasers. By accepting delivery of this Pricing Supplement, you agree to the Information Agentforegoing. This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated September 30, 2014 ISSUER: SBA Tower Trust SERIES OF SECURITIES: Secured Tower Revenue Securities, Series 2014-1 and Series 2014-2 SUBCLASSES: Initial Subclass Principal Balance % of Class Principal Balance SUBCLASS 2014-IC $920,000,000 24.86% SUBCLASS 2014-2C $620,000,000 16.76% CURRENCY: U.S. Dollars OFFERING FORM: 144A/Depositary IAI/Reg S PASS-THROUGH RATE: SUBCLASS 2014-1C 2.898% SUBCLASS 2014-2C 3.869% BASE COMPONENT RATE: SUBCLASS 2014-1C 2.898% SUBCLASS 2014-2C 3.869% POST-ARD SPREAD: SUBCLASS 2014-1C 1.28% SUBCLASS 2014-2C 1.55% DSCR AS OF CLOSING DATE: SUBCLASS 2014-1C 4.32x SUBCLASS 2014-2C 4.32x ANTICIPATED REPAYMENT DATE: SUBCLASS 2014-1C October 2019 SUBCLASS 2014-2C October 2024 FINAL REPAYMENT DATE: SUBCLASS 2014-1C October 2044 SUBCLASS 2014-2C October 2049 PAYMENT FREQUENCY Monthly This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated September 30, 2014 RATINGS:1 SUBCLASS 2014-1C Xxxxx’x/Fitch A2(sf)/Asf SUBCLASS 2014-2C Xxxxx’x/Fitch A2(sf)/Asf DENOMINATIONS: The Offered Securities will be issued in a denomination of not less than $25,000 initial principal balance and in integral multiples of $1,000 in excess thereof, except that Offered Securities issued to Institutional Accredited Investors that are not Qualified Institutional Buyers will be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. DAY COUNT: 30/360 OFFERING PRICE: 100% PRICING DATE: October 7, 2014 CLOSING DATE: October 15, 2014 EXPECTED SETTLEMENT: T+5 (October 15, 2014)2 SUBCLASS 2014-1C CUSIP: 78403D AG5 (Rule 144A) U80547 AG4 (Regulation S) ISIN: US78403DAG51 (Rule 144A) USU80547AG49 (Regulation S) SUBCLASS 2014-2C CUSIP: 78403D AH3 (Rule 144A) U80547 AH2 (Regulation S) ISIN: US78403DAH35 (Rule 144A) USU80547AH22 (Regulation S) SETTLEMENT: DTC, Euroclear, Clearstream INITIAL PURCHASERS: Barclays Capital Inc. Citigroup Global Markets Inc. Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC RBS Securities Inc. TD Securities (USA) LLC 1 An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the securities should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. 2 The Initial Purchasers expect to deliver the Offered Securities on October 15, 2014, which will be the 5th Business Day following the date of pricing of the Offered Securities (such settlement schedule being herein referred to as “T+5”). Under Rule 15c6-1 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in three Business Days, unless the parties to any such trade expressly agree otherwise. Because the Offered Securities will not be delivered before closing, purchasers trading the Offered Securities on the date of pricing or the next two Business Days will be required to specify a longer settlement cycle at the address time of any such trade to prevent a failed settlement. Purchasers of the Offered Securities who wish to trade Offered Securities on the date of pricing or the next two Business Days should consult their own advisor. This Pricing Supplement is qualified in its entirety by reference to, and telephone number set forth below. Requests for additional copies of this Offer to Purchasemust be read in conjunction with, the Letter Preliminary Offering Memorandum dated September 30, 2014 This communication is intended for the sole use of Transmittal the person to whom it is provided by the sender. A securities rating is not a recommendation to buy, sell or hold securities and other related documents may be directed subject to the Information Agent/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSrevision or withdrawal at any time.

IMPORTANT. Any (i) BACs holder, (ii) beneficial owner, If you desire to tender all or any portion of your Shares in the case Offer prior to the expiration of BACs owned the Offer, this is what you must do: • The Letter of Transmittal sent to you by Individual Retirement Accounts or Xxxxx Plans the Depositary will display the number of Shares held in your name (a "Beneficial Owner"as “record holder”), or (iii) person who has purchased BACs but has not yet been reflected on the Partnership's books as a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) . You must complete and sign the enclosed Letter of TransmittalTransmittal and send it and any other documents to BNY Mellon Shareowner Services, or a facsimile copy thereofthe depositary for the Offer (the “Depositary”), as set forth in accordance with Section 3 of this Offer to Purchase. These materials must reach the Depositary before the Offer expires. Detailed instructions are contained in the Letter of Transmittal and mail or deliver in Section 3 — “Procedure for Accepting the Offer and Tendering Shares” of this Offer to Purchase. • If you beneficially hold your Shares under The BNA 401(k) Plan, you must complete and sign the enclosed Letter of Instruction. The Letter of Instruction instructs the trustees of the Stock Fund Trust under The BNA 401(k) Plan (the “401(k) Plan Trustees”) to tender your Shares in the Offer. The Letter of Instruction must be delivered to the Depositary sufficiently in advance of the expiration of the Offer (and in any event not later than one business day prior to the expiration of the Offer) to enable the 401(k) Plan Trustees to comply with the instructions contained therein. Detailed instructions are contained in the Letter of Transmittal, or a facsimile copy thereof, Instruction and any other required documents to The Xxxxxx Group, Inc. (in Section 3 — “Procedure for Accepting the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. Unless the context requires otherwise, references to BACs holders in Offer and Tendering Shares” of this Offer to Purchase shall be deemed to also refer to Beneficial Owners Purchase. Purchaser assumes no responsibility for the actions of the 401(k) Plan Trustees. * * * Questions and Assignees. Questions or requests for assistance may be directed to XxxXxxxxx Partners, Inc., our information agent (the “Information Agent/Depositary ”), or Credit Suisse Securities (USA) LLC, the dealer manager for the Offer (the “Dealer Manager”) at the address their respective addresses and telephone number numbers, set forth belowbelow and on the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the Letter of Transmittal Transmittal, the Letter of Instruction and other related documents materials may be directed to obtained from the Information Agent/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE THIS OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND RELATED DOCUMENTSLETTER OF INSTRUCTION CONTAIN IMPORTANT INFORMATION AND YOU SHOULD READ THEM CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING A DECISION WITH RESPECT TO THE OFFER. For Additional The Information CallAgent for the Offer is: The Xxxxxx GroupDepositary for the Offer is: Mackenzie Partners, Inc. 0000 Xxx 000 Xxxxxxx Xxxxxx 00xx Xxxxx XxxxxxXxx Xxxx, Xxxxx Xxx Xxxx 00000 Telephone(000) 000-0000 (Call Collect) or Call Toll-Free: (000) 000-0000 FacsimileEmail: xxxxxxxxxxx@xxxxxxxxxxxxxxxxx.xxx BNY Mellon Shareowner Services 000 Xxxxxxxxxx Xxxx, 00xx Xxxxx Xxxxxx Xxxx, XX 00000 The Dealer Manager for the Offer is: Credit Suisse Securities (USA) LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-3643 000-000-0000 (000) 000-0000 (toll free) TABLE OF CONTENTSCONTENTS Page SUMMARY TERM SHEET 1 FREQUENTLY ASKED QUESTIONS 5 INTRODUCTION 11 THE OFFER 13 1. Terms of the Offer 13 2. Acceptance for Payment and Payment for Shares 14

IMPORTANT. Any (i) BACs holder, (ii) beneficial owner, in the case of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner"), or (iii) person who has purchased BACs but has not yet been reflected on the Partnership's books as a transferee of such BACs (an "Assignee"), desiring If you desire to tender all or any or all portion of such person's BACs your Shares, you should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereof, and any other required documents to The Xxxxxx Group, Inc. (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2) request his or her your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him you, or her(2) if you own your Shares directly, complete and sign the Fund's Letter of Transmittal and mail or deliver it along with any Share certificate(s) and any other required documents to the Fund's Transfer Agent. Unless If your Shares are registered in the context requires otherwisename of a broker, references dealer, commercial bank, trust company or other nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if you desire to BACs holders in this Offer to Purchase shall be deemed to also refer to Beneficial Owners and Assigneestender your Shares. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS, MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. EACH STOCKHOLDER MUST MAKE HIS OR HER OWN DECISION WHETHER TO TENDER SHARES, AND IF SO, HOW MAY SHARES TO TENDER. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND AS TO WHETHER STOCKHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE FUND'S LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. Questions or and requests for assistance may be directed to your financial advisor or other nominee, or to the Information Agent/Depositary Transfer Agent at the address and telephone number set forth below. Requests for additional copies of this Offer to Purchase, Purchase and the Fund's Letter of Transmittal and other related documents may should be directed to the Information Transfer Agent as set forth below. June 30, 2006 HYPERION COLLATERALIZED SECURITIES FUND, INC. Transfer Agent/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION: American Stock Transfer & Trust 00 Xxxxxx Xxxx Xxx Xxxx, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information CallXX 00000 Attn: The Xxxxxx GroupHyperion Collateralized Securities Fund, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 ----------------------------------------------------------------------------- TABLE OF CONTENTSCONTENTS Section Page

IMPORTANT. Any If you wish to tender all or a portion of your Shares to Purchaser in the Offer, you must either (i) BACs holder, (ii) beneficial owner, in the case of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner"), or (iii) person who has purchased BACs but has not yet been reflected on the Partnership's books as a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, Transmittal that accompanies this Offer to Purchase in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereof, Transmittal and any all other required documents to The Xxxxxx Group, Inc. the Depositary (as defined below in the "Information Agent/Depositary"), at “Summary Term Sheet”) together with certificates representing the address Shares tendered or facsimile number follow the procedure for book-entry transfer set forth below, in Section 3—“Procedures for Accepting the Offer and Tendering Shares” or (2ii) request his or her your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him you. If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or herother nominee, you must contact that institution in order to tender your Shares to the Purchaser before the expiration of the Offer. Unless Questions and requests for assistance should be directed to the context requires otherwiseInformation Agent (as defined below in the “Summary Term Sheet”) at the address and telephone numbers set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, references the related Letter of Transmittal and other materials related to BACs holders the Offer may also be obtained at our expense from the Information Agent. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal and any other material related to the Offer may be found at xxx.xxx.xxx. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance. This Offer to Purchase and the related Letter of Transmittal contain important information, and you should read both carefully and in their entirety before making a decision with respect to the Offer. Neither the Offer nor the Merger has been approved or disapproved by the United States Securities and Exchange Commission (the “SEC”) or any state securities commission, nor has the SEC or any state securities commission passed upon the fairness or merits of the Offer or the Merger or upon the accuracy or adequacy of the information contained in this Offer to Purchase shall or the Letter of Transmittal. Any representation to the contrary is unlawful and a criminal offense. The Information Agent for the Offer is: X.X. Xxxx & Co., Inc. 00 Xxxx Xxxxxx New York, New York 10005 Banks and Brokers Call: (000) 000-0000 All Others Call: (000) 000-0000 Email: xxxx@xxxxxx.xxx Table of Contents TABLE OF CONTENTS Summary Term Sheet INTRODUCTION THE TENDER OFFER 12 Terms of the Offer 14 Acceptance for Payment and Payment for Shares 15 Procedures for Accepting the Offer and Tendering Shares 17 Withdrawal Rights 18 Material U.S. Federal Income Tax Consequences 21 Price Range of Shares; Dividends on the Shares 21 Certain Information Concerning Pandion 22 Certain Information Concerning Parent and Purchaser 24 Background of the Offer; Past Contacts or Negotiations with Pandion 26 The Merger Agreement; Other Agreements 50 Purpose of the Offer; Plans for Pandion 51 Certain Effects of the Offer 52 Dividends and Distributions 52 Conditions of the Offer 53 Certain Legal Matters; Regulatory Approvals 55 Appraisal Rights 56 Fees and Expenses 57 Miscellaneous Table of Contents SUMMARY TERM SHEET The information contained in this Summary Term Sheet is a summary only and is not meant to be deemed a substitute for the more detailed description and information contained in the remainder of this Offer to also refer to Beneficial Owners and Assignees. Questions or requests for assistance Purchase (as it may be directed amended, supplemented or otherwise modified from time to time, the Information Agent/Depositary at “Offer to Purchase”), the address Letter of Transmittal (as it may be amended, supplemented or otherwise modified from time to time, the “Letter of Transmittal”) and telephone number set forth belowother related materials. Requests for additional copies of You are urged to read carefully this Offer to Purchase, the Letter of Transmittal and other related materials in their entirety. This Summary Term Sheet includes cross-references to other sections of this Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The information concerning Pandion contained in this Summary Term Sheet and elsewhere in this Offer to Purchase has been provided to Parent and Purchaser by Pandion or has been taken from, or is based upon, publicly available documents may be directed or records of Pandion on file with the Securities and Exchange Commission (the “SEC”) or other public sources at the time of the Offer. Parent and Purchaser have not independently verified the accuracy and completeness of such information. Securities Sought Subject to certain conditions, including the Information Agent/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATIONsatisfaction of the Minimum Condition, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASEas described below, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information Call: The Xxxxxx Groupall of the issued and outstanding shares of common stock, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxxpar value $0.001 per share, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSof Pandion.

IMPORTANT. Any You must read the following notice before continuing. The following notice applies to this Pricing Supplement to the Preliminary Offering Memorandum and you are therefore advised to read this notice carefully before reading, accessing or making any other use of this Pricing Supplement. In reading, accessing or making any other use of this Pricing Supplement, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Initial Purchasers as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF THE OFFERED SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE OFFER AND SALE OF THE OFFERED SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE OFFERED SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. WITHIN THE UNITED KINGDOM, THE DISTRIBUTION OF THIS PRICING SUPPLEMENT (A) IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FINANCIAL SERVICES AND MARKETS XXX 0000 (“FSMA”), IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE OF THE UNITED KINGDOM, (II) ARE INVESTMENT PROFESSIONALS, AS SUCH TERM IS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS XXX 0000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “FINANCIAL PROMOTION ORDER”) OR (III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL PROMOTION ORDER This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated June 16, 2016 (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “FPO PERSONS”); AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE OF THE UNITED KINGDOM, (II) HAVE PROFESSIONAL EXPERIENCE IN PARTICIPATING IN UNREGULATED COLLECTIVE INVESTMENT SCHEMES OR (III) ARE PERSONS FALLING WITHIN ARTICLE 22(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001, AS AMENDED (ALL SUCH PERSONS, TOGETHER WITH FPO PERSONS, THE “RELEVANT PERSONS”). THIS PRICING SUPPLEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRICING SUPPLEMENT RELATES, INCLUDING THE OFFERED SECURITIES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PROSPECTIVE INVESTORS IN THE UNITED KINGDOM ARE ADVISED THAT ALL, OR MOST, OF THE PROTECTIONS AFFORDED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL NOT APPLY TO AN INVESTMENT IN THE TOWER TRUST AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME. THIS PRICING SUPPLEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS PRICING SUPPLEMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS. Confirmation of Your Representation: In order to be eligible to view this Pricing Supplement or make an investment decision with respect to the Offered Securities, you must be (A) (i) BACs holdera Qualified Institutional Buyer, (ii) beneficial owneraware that the sale of the Offered Securities to you is being made in reliance on Rule 144A and (iii) acquiring such Offered Securities for your own account or for the account of another Qualified Institutional Buyer, in as the case may be, (B) (i) an Institutional Accredited Investor or an entity owned entirely by other Institutional Accredited Investors, (ii) acquiring such Offered Securities for your own account and (iii) do not intend to resell or distribute such Offered Securities in any manner that would violate, or require registration under, Section 5 of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner")the Securities Act, or (C) (i) not a “U.S. person” as defined in Rule 902(k) of Regulation S (a “U.S. Person”), (ii) not acquiring such Offered Securities for the account or benefit of a U.S. Person and (iii) person who is acquiring such Offered Securities in an “offshore transaction” as defined in Rule 902(h) of Regulation S. You are reminded that this Pricing Supplement has purchased BACs but has not yet been reflected delivered to you on the Partnership's books as basis that you are a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, person into whose possession this Pricing Supplement may be lawfully delivered in accordance with the instructions laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Pricing Supplement to any other person. The materials relating to the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereofoffering do not constitute, and may not be used in connection with, an offer or solicitation in any other required documents to The Xxxxxx Groupplace where such offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, Inc. (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. Unless the context requires otherwise, references to BACs holders in this Offer to Purchase offering shall be deemed to also refer be made by the Initial Purchasers or such affiliate on behalf of the Issuer in such jurisdiction. This Pricing Supplement has been sent to Beneficial Owners and Assigneesyou in an electronic form. Questions or requests for assistance You are reminded that documents transmitted via this medium may be directed altered or changed during the process of electronic transmission and consequently none of Barclays Capital Inc., Citigroup Global Markets Inc., Xxxxx Fargo Securities, LLC, the other initial purchasers nor any person who controls any of them nor any director, officer, employee or agent of any of them nor any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this Pricing Supplement distributed to you in electronic format and the hard copy version available to you on request from Barclays Capital Inc., Citigroup Global Markets Inc., Xxxxx Fargo Securities, LLC and the other initial purchasers. By accepting delivery of this Pricing Supplement, you agree to the Information Agentforegoing. This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated June 16, 2016 ISSUER: SBA Tower Trust SERIES OF SECURITIES: Secured Tower Revenue Securities, Series 2016-1 SUBCLASS: 2016-1C Initial Subclass Principal Balance: $700,000,000 % of Class Principal Balance: 16.09% CURRENCY: U.S. Dollars OFFERING FORM: 144A/Depositary IAI/Reg S PASS-THROUGH RATE: 2.877% BASE COMPONENT RATE: 2.877% POST-ARD SPREAD: 1.70% DSCR AS OF CLOSING DATE: 4.78x ANTICIPATED REPAYMENT DATE: July 2021 FINAL REPAYMENT DATE: July 2046 PAYMENT FREQUENCY Monthly RATINGS:1 Xxxxx’x/Fitch: A2(sf)/Asf DENOMINATIONS: The Offered Securities will be issued in a denomination of not less than $25,000 initial principal balance and in integral multiples of $1,000 in excess thereof, except that Offered Securities issued to Institutional Accredited Investors that are not Qualified Institutional Buyers will be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. DAY COUNT: 30/360 OFFERING PRICE: 100.0% PRICING DATE: June 21, 2016 CLOSING DATE: July 7, 2016 EXPECTED SETTLEMENT: T+11 (July 7, 2016)2 1 An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the securities should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. 2 The Initial Purchasers expect to deliver the Offered Securities on July 7, 2016, which will be the 11th Business Day following the date of pricing of the Offered Securities (such settlement schedule being herein referred to as “T+11”). Under Rule 15c6-1 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in three Business Days, unless the parties to any such trade expressly agree otherwise. Because the Offered Securities will not be delivered before closing, purchasers trading the Offered Securities on the date of pricing or the next eight Business Days will be required to specify a longer settlement cycle at the address time of any such trade to prevent a failed settlement. Purchasers of the Offered Securities who wish to trade Offered Securities on the date of pricing or the next eight Business Days should consult their own advisor. This Pricing Supplement is qualified in its entirety by reference to, and telephone number set forth below. Requests for additional copies of this Offer to Purchasemust be read in conjunction with, the Letter Preliminary Offering Memorandum dated June 16, 2016 CUSIP: 78403D AK6 (Rule 144A) U80547 AK5 (Regulation S) ISIN: US78403DAK63 (Rule 144A) USU80547AK50 (Regulation S) SETTLEMENT: DTC, Euroclear, Clearstream INITIAL PURCHASERS: Barclays Capital Inc. Citigroup Global Markets Inc. Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Mizuho Securities USA Inc. TD Securities (USA) LLC This communication is intended for the sole use of Transmittal the person to whom it is provided by the sender. A securities rating is not a recommendation to buy, sell or hold securities and other related documents may be directed subject to the Information Agent/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 TABLE OF CONTENTSrevision or withdrawal at any time.

IMPORTANT. Any You must read the following notice before continuing. The following notice applies to this Pricing Supplement to the Preliminary Offering Memorandum and you are therefore advised to read this notice carefully before reading, accessing or making any other use of this Pricing Supplement. In reading, accessing or making any other use of this Pricing Supplement, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Initial Purchasers as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF THE OFFERED SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE OFFER AND SALE OF THE OFFERED SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE OFFERED SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. WITHIN THE UNITED KINGDOM, THE DISTRIBUTION OF THIS PRICING SUPPLEMENT (A) IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”), IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE OF THE UNITED KINGDOM, (II) ARE INVESTMENT PROFESSIONALS, AS SUCH TERM IS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “FINANCIAL PROMOTION ORDER”) OR (III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL PROMOTION ORDER This Pricing Supplement is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Offering Memorandum dated March 30, 2017 (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “FPO PERSONS”); AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE OF THE UNITED KINGDOM, (II) HAVE PROFESSIONAL EXPERIENCE IN PARTICIPATING IN UNREGULATED COLLECTIVE INVESTMENT SCHEMES OR (III) ARE PERSONS FALLING WITHIN ARTICLE 22(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001, AS AMENDED (ALL SUCH PERSONS, TOGETHER WITH FPO PERSONS, THE “RELEVANT PERSONS”). THIS PRICING SUPPLEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRICING SUPPLEMENT RELATES, INCLUDING THE OFFERED SECURITIES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PROSPECTIVE INVESTORS IN THE UNITED KINGDOM ARE ADVISED THAT ALL, OR MOST, OF THE PROTECTIONS AFFORDED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL NOT APPLY TO AN INVESTMENT IN THE TOWER TRUST AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME. THIS PRICING SUPPLEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS PRICING SUPPLEMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS. Confirmation of Your Representation: In order to be eligible to view this Pricing Supplement or make an investment decision with respect to the Offered Securities, you must be (A) (i) BACs holdera Qualified Institutional Buyer, (ii) beneficial owneraware that the sale of the Offered Securities to you is being made in reliance on Rule 144A and (iii) acquiring such Offered Securities for your own account or for the account of another Qualified Institutional Buyer, in as the case may be, (B) (i) an Institutional Accredited Investor or an entity owned entirely by other Institutional Accredited Investors, (ii) acquiring such Offered Securities for your own account and (iii) do not intend to resell or distribute such Offered Securities in any manner that would violate, or require registration under, Section 5 of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner")the Securities Act, or (C) (i) not a “U.S. person” as defined in Rule 902(k) of Regulation S (a “U.S. Person”), (ii) not acquiring such Offered Securities for the account or benefit of a U.S. Person and (iii) person who is acquiring such Offered Securities in an “offshore transaction” as defined in Rule 902(h) of Regulation S. You are reminded that this Pricing Supplement has purchased BACs but has not yet been reflected delivered to you on the Partnership's books as basis that you are a transferee of such BACs (an "Assignee"), desiring to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, person into whose possession this Pricing Supplement may be lawfully delivered in accordance with the instructions laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Pricing Supplement to any other person. The materials relating to the Letter of Transmittal and mail or deliver the Letter of Transmittal, or a facsimile copy thereofoffering do not constitute, and may not be used in connection with, an offer or solicitation in any other required documents to The Xxxxxx Groupplace where such offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, Inc. (the "Information Agent/Depositary"), at the address or facsimile number set forth below, or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. Unless the context requires otherwise, references to BACs holders in this Offer to Purchase offering shall be deemed to also refer be made by the Initial Purchasers or such affiliate on behalf of the Issuer in such jurisdiction. This Pricing Supplement has been sent to Beneficial Owners and Assigneesyou in an electronic form. Questions or requests for assistance You are reminded that documents transmitted via this medium may be directed altered or changed during the process of electronic transmission and consequently none of Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., the other initial purchasers nor any person who controls any of them nor any director, officer, employee or agent of any of them nor any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this Pricing Supplement distributed to you in electronic format and the hard copy version available to you on request from Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and the other initial purchasers. By accepting delivery of this Pricing Supplement, you agree to the Information Agent/Depositary at the address foregoing. This Pricing Supplement is qualified in its entirety by reference to, and telephone number set forth below. Requests for additional copies of this Offer to Purchasemust be read in conjunction with, the Letter Preliminary Offering Memorandum dated March 30, 2017 ISSUER: SBA Tower Trust SERIES OF SECURITIES: Secured Tower Revenue Securities, Series 2017-1 SUBCLASS: 2017-1C Initial Subclass Principal Balance: $760,000,000 % of Transmittal and other related documents may be directed to the Information AgentClass Principal Balance: 16.89% CURRENCY: U.S. Dollars OFFERING FORM: 144A/Depositary. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION ON BEHALF IAI/Reg S PASS-THROUGH RATE: 3.168% BASE COMPONENT RATE: 3.168% POST-ARD SPREAD: 1.300% DSCR AS OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information CallCLOSING DATE: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone4.73x ANTICIPATED REPAYMENT DATE: (000) 000-0000 FacsimileApril 2022 FINAL REPAYMENT DATE: (000) 000-0000 TABLE OF CONTENTSApril 2047 PAYMENT FREQUENCY Monthly

IMPORTANT. Any (i) BACs holder, (ii) beneficial owner, in You may tender all or any portion of your Indigo shares by: o completing and signing the case letter of BACs owned by Individual Retirement Accounts or Xxxxx Plans (a "Beneficial Owner"), or (iii) person who has purchased BACs but has not yet been reflected on the Partnership's books as a transferee of such BACs (an "Assignee"), desiring transmittal that accompanies this document according to tender any or all of such person's BACs should either (1) complete and sign the Letter of Transmittal, or a facsimile copy thereof, in accordance with the instructions in the Letter letter of Transmittal transmittal, having your signature guaranteed if required by Instruction 1 to the letter of transmittal, and mail mailing or deliver delivering the Letter letter of Transmittal, or a facsimile copy thereof, transmittal together with the Indigo share certificates and any other required documents to The Xxxxxx Group, Inc. (the "Information Agent/Depositary"), depositary at the address or facsimile number set forth below, on the back cover; o tendering your Indigo shares according to the procedure for book-entry transfer described in "The Tender Offer" Procedures for Accepting the Offer and Tendering Shares"; or (2) request his or her o asking your broker, dealer, commercial bank, trust company or other nominee to effect tender your shares for you. If your Indigo shares are registered in the transaction name of a broker, dealer, bank, trust company or other nominee you must contact that broker, dealer, bank, trust company or other nominee if you desire to tender your Indigo shares. If you desire to tender your Indigo shares and your Indigo share certificates are not immediately available, or you cannot comply with the procedure for him book-entry transfer on a timely basis, or heryou cannot deliver all required documents to the depositary before the expiration of the offer, you may tender your Indigo shares by following the procedures for guaranteed delivery described under the caption "The Tender Offer" Procedures for Accepting the Offer and Tendering Shares". Unless the context requires otherwise, references to BACs holders in this Offer to Purchase shall be deemed to also refer to Beneficial Owners and Assignees. Questions You should direct questions or requests for assistance may be directed to the Information Agent/Depositary information agent or the dealer manager at the address their addresses and telephone number set forth belownumbers listed on the back cover of this document. Requests for You may obtain additional copies of this Offer to Purchasedocument, the Letter letter of Transmittal transmittal, the notice of guaranteed delivery and other related documents may be directed to materials from the Information Agent/Depositaryinformation agent or the dealer manager. NO PERSON THIS TRANSACTION HAS NOT BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION ON BEHALF OF TO THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTALCONTRARY IS UNLAWFUL. NO SUCH RECOMMENDATION--------------- The dealer manager for the offer is: XXXXXXXXX & CO., INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. EACH BACs HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASELLC November 17, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS. For Additional Information Call: The Xxxxxx Group, Inc. 0000 Xxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 1999 TABLE OF CONTENTS