Common use of Partial Unenforceability Clause in Contracts

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If a section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnerships in accordance with its terms. Very truly yours, LEXINGTON REALTY TRUST By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Executive Vice President LEPERCQ CORPORATE INCOME FUND L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President LEPERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as of the date first above written: For itself and as Representative of the several Underwriters listed on Schedule I hereto: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By /s/ Jxxxxxx Xxxxxxxx Name: Jxxxxxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Director JXXXXXXXX LLC By /s/ Mxxxxxx X. Xxxxxxx Name: Mxxxxxx X. Xxxxxxx Title: Managing Director – Equity Capital Markets BARCLAYS CAPITAL INC. By /s/ Vxxxxxxx Xxxx Name: Vxxxxxxx Xxxx Title: Vice President Schedule I Underwriter Total Number of Initial Securities to be Purchased Number of Option Securities to be Purchased if Option is Fully Exercised Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 5,400,000 810,000 Wxxxx Fargo Securities, LLC 5,400,000 810,000 Jxxxxxxxx LLC 3,200,000 480,000 Barclays Capital Inc. 2,400,000 360,000 J.X. Xxxxxx Securities LLC 1,800,000 270,000 KeyBanc Capital Markets Inc. 1,800,000 270,000 Total 20,000,000 3,000,000 Schedule II Issuer General Use Free Writing Prospectuses None II-1 Schedule III Oral Pricing Information that will be conveyed to Purchasers of Common Shares in this Offering

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If a sectionany Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters, Underwriters and the Company and the Operating Partnerships in accordance with its terms. Very truly yours, LEXINGTON REALTY TRUST AGRIUM INC. By: /s/ Jxxxxx X. Xxxxxxxxx Sxxxxxx Xxxx Name: Jxxxxx X. Xxxxxxxxx Sxxxxxx Xxxx Title: Executive Vice President LEPERCQ CORPORATE INCOME FUND L.P. By: Lex GP-1 Trust, its General Partner & Chief Financial Officer By: /s/ Jxxxxx X. Xxxxxxxxx Axxxxx Xxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Axxxxx Xxxxxxxx Title: Vice President LEPERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President & Treasurer CONFIRMED AND ACCEPTED, ACCEPTED as of the date first above written: For itself and as Representative of the several Underwriters listed on Schedule I hereto: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By RBC CAPITAL MARKETS, LLC SCOTIA CAPITAL (USA) INC. By: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: /s/ Jxxxxxx Lxxxxx Xxxxxxxx Name: Jxxxxxx Lxxxxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIESBy: RBC CAPITAL MARKETS, LLC By By: /s/ Dxxxx Xxxxxx Sxxxx X. Xxxxxxxx Name: Dxxxx Xxxxxx Sxxxx X. Xxxxxxxx Title: Director JXXXXXXXX LLC By By: SCOTIA CAPITAL (USA) INC. By: /s/ Mxxxxxx X. Xxxxxxx Pxxx XxXxxxx Name: Mxxxxxx X. Xxxxxxx Pxxx XxXxxxx Title: Managing Director – Equity Capital Markets BARCLAYS CAPITAL INCFor themselves and as Representatives of the several Underwriters named in Schedule A hereto. By /s/ Vxxxxxxx Xxxx Name: Vxxxxxxx Xxxx Title: Vice President Schedule I SCHEDULE A Name of Underwriter Total Number Principal Amount of Initial Securities to be Purchased Number of Option Securities to be Purchased if Option is Fully Exercised Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 5,400,000 810,000 Wxxxx Fargo U.S.$ 125,000,000 RBC Capital Markets, LLC 125,000,000 Scotia Capital (USA) Inc. 125,000,000 ANZ Securities, LLC 5,400,000 810,000 Jxxxxxxxx LLC 3,200,000 480,000 Barclays Inc. 25,000,000 BMO Capital Markets Corp. 25,000,000 BNP Paribas Securities Corp. 25,000,000 RBS Securities Inc. 2,400,000 360,000 J.X. Xxxxxx 25,000,000 UBS Securities LLC 1,800,000 270,000 KeyBanc Capital Markets Inc. 1,800,000 270,000 25,000,000 Total 20,000,000 3,000,000 Schedule II Issuer General Use Free Writing Prospectuses None II-1 Schedule III Oral Pricing Information that will be conveyed to Purchasers of Common Shares in this OfferingU.S.$ 500,000,000 SCHEDULE B U.S.$500,000,000 3.150% Debentures due 2022

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If a sectionany Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, will become letter and your acceptance shall represent a binding agreement among the UnderwritersCompany, the Company Adviser, the Administrator and the Operating Partnerships in accordance with its termsUnderwriters. Very truly yours, LEXINGTON REALTY TRUST Gladstone Investment Corporation By: /s/ Jxxxxx X. Xxxxx Xxxxxxxxx Name: Jxxxxx X. Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Vice President LEPERCQ CORPORATE INCOME FUND L.P. By: Lex GP-1 Trust, its General Partner Officer Gladstone Management Corporation By: /s/ Jxxxxx X. Xxxxx Xxxxxxxxx Name: Jxxxxx X. Xxxxx Xxxxxxxxx Title: Vice President LEPERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 TrustChief Executive Officer Gladstone Administration, its General Partner LLC By: /s/ Jxxxxx Xxxxxxx X. Xxxxxxxxx XxXxxxx Name: Jxxxxx Xxxxxxx X. Xxxxxxxxx XxXxxxx Title: Vice President CONFIRMED AND ACCEPTED, The foregoing Agreement is hereby confirmed and accepted as of the date first above writtenfirst-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and as Representative of the several Underwriters listed on Schedule I hereto: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By /s/ Jxxxxxx Xxxxxxxx Name: Jxxxxxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Director JXXXXXXXX LLC By /s/ Mxxxxxx X. Xxxxxxx Name: Mxxxxxx X. Xxxxxxx Title: Managing Director – Equity Capital Markets BARCLAYS CAPITAL INC. By /s/ Vxxxxxxx Xxxx Name: Vxxxxxxx Xxxx Title: Vice President Schedule I named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Total Number of Initial Securities to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC 650,000 Ladenburg Xxxxxxxx & Co. Inc. 000,000 X.X.X Xxxxxxxx, X.X. Xxxxx, LLC 300,000 Xxxxxxxxxx Securities, Inc. 300,000 Xxxxxxx Xxxxx & Co. 150,000 Maxim Group LLC 100,000 Total 2,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 2,000,000 Number of Option Securities Securities: 300,000 Per Share Public offering price $ 25.00000 Sales load (underwriting discounts and commissions) $ .78125 Proceeds to be Purchased if Option is Fully Exercised Mxxxxxx Lynchthe Company, Piercebefore expenses $ 24.21875 Dividend Yield: 6.25 % Pricing Date: September 19, Fxxxxx & Sxxxx Incorporated 5,400,000 810,000 Wxxxx Fargo Securities2016 Closing Date (T+5): September 26, LLC 5,400,000 810,000 Jxxxxxxxx LLC 3,200,000 480,000 Barclays Capital Inc. 2,400,000 360,000 J.X. Xxxxxx Securities LLC 1,800,000 270,000 KeyBanc Capital Markets Inc. 1,800,000 270,000 Total 20,000,000 3,000,000 Schedule II Issuer General Use Free Writing Prospectuses None II-1 Schedule III Oral Pricing Information that 2016 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date September 30, 2023 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be conveyed approximately $48.2 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to Purchasers enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of Common Shares preferred stock, par value $0.001 per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in this Offeringthe Underwriting Agreement.

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If a sectionany Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to indicate your acceptance of this Agreement by signing in the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnerships in accordance with its termsspace provided below. Very truly yours, LEXINGTON REALTY TRUST By: EQT CORPORATION By /s/ Jxxxxx Xxxxxx X. Xxxxxxxxx Xxxxx Name: Jxxxxx Xxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Senior Vice President LEPERCQ CORPORATE INCOME FUND L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President LEPERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, and Chief Financial Officer Accepted as of the date first above written: BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC. X.X. XXXXXX SECURITIES LLC For itself themselves and as Representative on behalf of the several Underwriters listed on in Schedule I 1 hereto. BARCLAYS CAPITAL INC. By: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By /s/ Jxxxxxx Xxxxxxxx Xxxx Xxxxx-Xxxxxx Name: Jxxxxxx Xxxxxxxx Xxxx Xxxxx-Xxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By DEUTSCHE BANK SECURITIES INC. By: /s/ Dxxxx Xxxxxx Marc Fratepietro Name: Dxxxx Xxxxxx Title: Director JXXXXXXXX LLC By /s/ Mxxxxxx X. Xxxxxxx Name: Mxxxxxx X. Xxxxxxx Marc Fratepietro Title: Managing Director – Equity Capital Markets BARCLAYS CAPITAL INC. By | CMTS North America Deutsche Bank Securities Inc. By: /s/ Vxxxxxxx Xxxx Ben-Zion Smilchensky Name: Vxxxxxxx Xxxx Ben-Zion Smilchensky Title: Vice President Schedule I Managing Director Deutsche Bank Securities Inc. X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director SCHEDULE 1 Underwriter Total Number of Initial Securities to be Purchased Number of Option Securities to be Purchased if Option is Fully Exercised Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 5,400,000 810,000 Wxxxx Fargo Securities, LLC 5,400,000 810,000 Jxxxxxxxx LLC 3,200,000 480,000 Principal Amount Barclays Capital Inc. 2,400,000 360,000 J.X. $ 150,000,000 Deutsche Bank Securities Inc. 150,000,000 X.X. Xxxxxx Securities LLC 1,800,000 270,000 KeyBanc 150,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 90,000,000 Mitsubishi UFJ Securities (USA), Inc. 45,000,000 PNC Capital Markets LLC 45,000,000 Xxxxxxx, Sachs & Co. 24,000,000 The Huntington Investment Company 24,000,000 UBS Securities LLC 24,000,000 U.S. Bancorp Investments, Inc. 1,800,000 270,000 24,000,000 CIBC World Markets Corp. 12,000,000 Credit Agricole Securities (USA) Inc. 12,000,000 _____________ Total 20,000,000 3,000,000 Schedule II $750,000,000 ANNEX I Issuer General Use Free Writing Prospectuses None II-1 Schedule III Oral Pricing Information that will be conveyed to Purchasers of Common Shares in this OfferingFinal Term Sheet dated November 2, 2011 EXHIBIT A EQT CORPORATION $750,000,000

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If a any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. enforceable.[Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters, the Company and the Operating Partnerships parties hereto in accordance with its terms. Very truly yours, LEXINGTON REALTY TRUST NATIONAL HEALTH INVESTORS, INC. By: /s/ Jxxxxx Xxxx X. Xxxxxxxxx Xxxxx Name: Jxxxxx Xxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice President LEPERCQ CORPORATE INCOME FUND L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President LEPERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: For itself and as Representative of the several Underwriters listed on Schedule I heretoBMO Capital Markets Corp. KeyBanc Capital Markets Inc. By: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By /s/ Jxxxxxx Xxxxxxxx Xxxxxxx Xxxxx By: /s/ Xxxx Xxxxxx Name: Jxxxxxx Xxxxxxxx Xxxxxxx Xxxxx Name: Xxxx Xxxxxx Title: Associate Director, Payment & Securities Operations Title: Director, Equity Capital Markets BofA Securities, Inc. Regions Securities LLC By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxx Xxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Managing Director JXXXXXXXX LLC By - ECM Capital One Securities, Inc. Xxxxxx, Xxxxxxxx & Company, Incorporated By: /s/ Mxxxxxx X. Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxx Name: Mxxxxxx X. Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director – Equity Capital Markets BARCLAYS CAPITAL INC. By /s/ Vxxxxxxx Xxxx Name: Vxxxxxxx Xxxx Title: Vice President Schedule I Underwriter Total Number of Initial Securities to be Purchased Number of Option Securities to be Purchased if Option is Fully Exercised Mxxxxxx LynchManaging Director Huntington Securities, Pierce, Fxxxxx & Sxxxx Incorporated 5,400,000 810,000 Wxxxx Inc. Xxxxx Fargo Securities, LLC 5,400,000 810,000 Jxxxxxxxx LLC 3,200,000 480,000 Barclays Capital Inc. 2,400,000 360,000 J.X. By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Senior Managing Director Title: Managing Director X.X. Xxxxxx Securities LLC 1,800,000 270,000 By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director As Agents CONFIRMED AND ACCEPTED, as of the date first above written: Bank of Montreal KeyBanc Capital Markets Inc. 1,800,000 270,000 Total 20,000,000 3,000,000 Schedule II Issuer General Use Free Writing Prospectuses None II-1 Schedule III Oral Pricing Information that will be conveyed to Purchasers By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxx Xxxxxx Name: Xxxxxxx Xxxxx Name: Xxxx Xxxxxx Title: Associate Director, Payment & Securities Operations Title: Director, Equity Capital Markets Bank of Common Shares America, N.A. Regions Securities LLC By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Managing Director Title: Managing Director - ECM JPMorgan Chase Bank, National Association Xxxxx Fargo Bank, National Association By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director Title: Managing Director As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this OfferingAgreement EXHIBIT A FORM OF PLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution—Placement Notice Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement among National Health Investors, Inc. (the “Company”), the Agents and the Forward Purchasers, dated March 16, 2023 (the “Agreement”), I hereby request on behalf of the Company that [ ] sell Securities on consistent with the following terms: Manner of Sale: Agent to act as [principal][sales agent for the Company][forward seller for the related Forward Purchaser] Minimum number of Securities to be sold: [•] First day of sales: [•] Last day of sales: [•] Hedge completion date deadline: [•] Aggregate maximum [number of shares][gross sales price of shares] to be sold: [$][•] Minimum price per share1: $[•] Commission: [•]% Spread: [•]% Stock Loan Fee: [•]% Stock Borrow Event threshold: [•]% Maturity Date: [•], 20[•] Threshold amount: $[•] Forward Price Reduction Dates / Amounts ($): [•], 20[•] / $[•] [•], 20[•] / $[•] [•], 20[•] / $[•] [•], 20[•] / $[•] Any other limitation on number of Securities to be sold: [•] Other deviations from form of Confirmation: [•] Capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement or the Form of Registered Forward Confirmation set forth in Exhibit G to the Agreement. 1 Adjustable by the Company until the forward hedge completion date deadline. EXHIBIT B AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES AND ACCEPTANCES COMPANY National Health Investors, Inc.:

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If a any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, then to the extent practicable there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to indicate your acceptance of this Agreement by signing in the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnerships in accordance with its termsspace provided below. Very truly yours, LEXINGTON REALTY TRUST XXX ENERGY CORPORATION By: /s/ Jxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Name: Jxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Title: Executive Vice President LEPERCQ CORPORATE INCOME FUND L.P. By: Lex GP-1 TrustChief Financial Officer XXX ENERGY I, its General Partner LLC XXX ENERGY OPERATING CORP. XXX ENERGY IV, LLC PENNTEX RESOURCES ILLINOIS, INC. R.E. GAS DEVELOPMENT, LLC By: /s/ Jxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Name: Jxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Title: Chief Financial Officer Accepted as of the date hereof: XXXXX FARGO SECURITIES, LLC KEYBANC CAPITAL MARKETS INC. RBC CAPITAL MARKETS, LLC SUNTRUST XXXXXXXX XXXXXXXX, INC. For themselves and as Representatives of the several Initial Purchasers named in Schedule 1 hereto By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President LEPERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust, its General Partner KeyBanc Capital Markets Inc. By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as of the date first above written: For itself and as Representative of the several Underwriters listed on Schedule I hereto: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By /s/ Jxxxxxx Xxxxxxxx Name: Jxxxxxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Director JXXXXXXXX LLC By /s/ Mxxxxxx X. Xxxx Xxxxxxx Name: Mxxxxxx X. Xxxx Xxxxxxx Title: Managing Director – Equity By: RBC Capital Markets BARCLAYS CAPITAL INC. By Markets, LLC By: /s/ Vxxxxxxx Xxxxx Xxxx Name: Vxxxxxxx Xxxxx Xxxx Title: Vice President Managing Director By: SunTrust Xxxxxxxx Xxxxxxxx, Inc. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Managing Director Schedule I Underwriter Total Number of 1 Initial Securities to be Purchased Number of Option Securities to be Purchased if Option is Fully Exercised Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 5,400,000 810,000 Wxxxx Purchaser Principal Amount Xxxxx Fargo Securities, LLC 5,400,000 810,000 Jxxxxxxxx LLC 3,200,000 480,000 Barclays Capital Inc. 2,400,000 360,000 J.X. Xxxxxx Securities LLC 1,800,000 270,000 $ 85,938,000 KeyBanc Capital Markets Inc. 1,800,000 270,000 33,854,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 33,854,000 RBC Capital Markets, LLC 28,646,000 BMO Capital Markets Corp. 15,625,000 Capital One Southcoast, Inc. 15,625,000 Mitsubishi UFJ Securities (USA), Inc. 15,625,000 U.S. Bancorp Investments, Inc. 10,417,000 Brean Capital, LLC 5,208,000 Global Hunter Securities, LLC 5,208,000 Total 20,000,000 3,000,000 $ 250,000,000 Schedule II Issuer General Use Free Writing Prospectuses None II-1 2 Guarantors Xxx Energy I, LLC Xxx Energy Operating Corp. Xxx Energy IV, LLC PennTex Resources Illinois, Inc. R.E. Gas Development, LLC Schedule III Oral 3 Pricing Information that will be conveyed Supplement XXX ENERGY CORPORATION $250,000,000 8.875% Senior Notes due 2020 Pricing Supplement Pricing Supplement dated December 7, 2012 to Purchasers the Preliminary Offering Memorandum dated November 13, 2012 of Common Shares Xxx Energy Corporation. This Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum. The information in this OfferingPricing Supplement supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Offering Memorandum.

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If a any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to indicate your acceptance of this Agreement by signing in the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnerships in accordance with its termsspace provided below. Very truly yours, LEXINGTON REALTY TRUST ENERGIZER HOLDINGS, INC. By: /s/ Jxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Name: Jxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Title: Executive Vice President LEPERCQ CORPORATE INCOME FUND L.P. ByPresident, Chief Financial Officer and Principal Accounting Officer Accepted: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President LEPERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as As of the date first written above written: X.X. XXXXXX SECURITIES LLC For itself and as Representative on behalf of the several Underwriters listed on in Schedule I 1 hereto. By: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By /s/ Jxxxxxx Xxxxxxxx Name: Jxxxxxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Director JXXXXXXXX LLC By /s/ Mxxxxxx X. Xxxxxxx Name: Mxxxxxx X. Xxxxxxx Title: Managing Director – Equity Capital Markets Xxx Xxx Authorized Signatory BARCLAYS CAPITAL INC. By For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/ Vxxxxxxx Xxxxx Xxxxx Authorized Signatory CITIGROUP GLOBAL MARKETS INC. For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/ Xxxx Name: Vxxxxxxx Xxxx Title: Vice President Xxxxxxx Authorized Signatory Schedule I 1 Underwriter Total Number of Initial Shares X.X. Xxxxxx Securities to be Purchased Number of Option Securities to be Purchased if Option is Fully Exercised Mxxxxxx LLC 1,222,826 Barclays Capital Inc. 968,071 Citigroup Global Markets Inc. 968,071 Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated 5,400,000 810,000 Wxxxx Fargo Securities346,467 Evercore Group L.L.C. 264,945 MUFG Securities Americas Inc. 203,804 TD Securities (USA) LLC 101,902 Total 4,076,086 Annex A Pricing Disclosure Package Pricing Term Sheet in the form of Annex B hereto. Annex B Energizer Holdings, LLC 5,400,000 810,000 Jxxxxxxxx LLC 3,200,000 480,000 Barclays Capital Inc. 2,400,000 360,000 J.X. Xxxxxx Securities LLC 1,800,000 270,000 KeyBanc Capital Markets Inc. 1,800,000 270,000 Total 20,000,000 3,000,000 Schedule II Issuer General Use Pricing Term Sheet Pricing Term Sheet Free Writing Prospectuses None II-1 Schedule III Oral Pricing Information that will be conveyed Prospectus dated as of January 15, 2019 Filed pursuant to Purchasers Rule 433 Relating to the Preliminary Prospectus Supplements each dated January 14, 2019 to the Prospectus dated January 14, 2019 Registration No. 333-229244 Energizer Holdings, Inc. Concurrent Offerings of 4,076,086 Shares of Common Stock, par value $0.01 per Share (the “Common Stock”) (the “Common Stock Offering”) and 1,875,000 Shares in this of 7.50% Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock Offering”)

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If a sectionany Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to indicate your acceptance of this Agreement by signing in the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnerships in accordance with its termsspace provided below. Very truly yours, LEXINGTON REALTY TRUST By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Executive Vice President LEPERCQ CORPORATE INCOME FUND L.P. By: Lex GP-1 TrustEQUITABLE RESOURCES, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President LEPERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as of the date first above written: For itself and as Representative of the several Underwriters listed on Schedule I hereto: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By /s/ Jxxxxxx Xxxxxxxx Name: Jxxxxxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Director JXXXXXXXX LLC By /s/ Mxxxxxx X. Xxxxxxx Name: Mxxxxxx X. Xxxxxxx Title: Managing Director – Equity Capital Markets BARCLAYS CAPITAL INC. By /s/ Vxxxxxxx Xxxx Xxxxx X. Xxxxxx -------------------------------- Name: Vxxxxxxx Xxxx Xxxxx X. Xxxxxx Title: Vice Executive Vice-President & Chief Financial Officer Accepted: November 7, 2002 X.X. XXXXXX SECURITIES INC. BANC OF AMERICA SECURITIES LLC For themselves and on behalf of the several Initial Purchasers listed in Schedule I Underwriter Total Number of Initial Securities to be Purchased Number of Option Securities to be Purchased if Option is Fully Exercised Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 5,400,000 810,000 Wxxxx Fargo Securities, LLC 5,400,000 810,000 Jxxxxxxxx LLC 3,200,000 480,000 Barclays Capital Inc. 2,400,000 360,000 J.X. 1 hereto. By: X.X. Xxxxxx Securities Inc. By: /s/ Xxxxx Xxxxxx ------------------------------ Name: Xxxxx Xxxxxx Title: Vice-President SCHEDULE 1 Initial Purchaser Principal Amount ----------------- ---------------- X.X. Xxxxxx Securities Inc. $ 65,000,000 Banc of America Securities LLC 1,800,000 270,000 KeyBanc $ 65,000,000 Banc One Capital Markets Markets, Inc. 1,800,000 270,000 $ 20,000,000 PNC Capital Markets, Inc. $ 20,000,000 Xxxxxxx Xxxxx Xxxxxx Inc. $ 20,000,000 BMO Xxxxxxx Xxxxx Corp. $ 10,000,000 ---------------- Total 20,000,000 3,000,000 Schedule II Issuer General Use Free Writing Prospectuses None II-1 Schedule III Oral Pricing Information that will be conveyed to Purchasers of Common Shares in this Offering$ 200,000,000 ANNEX A

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If a sectionany Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters, Underwriters and the Company and the Operating Partnerships in accordance with its terms. Very truly yours, LEXINGTON REALTY TRUST By: PDC ENERGY, INC. By /s/ Jxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxx, Xx. Name: Jxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxx, Xx. Title: President and Chief Executive Vice President LEPERCQ CORPORATE INCOME FUND L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President LEPERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President Officer CONFIRMED AND ACCEPTED, as of the date first above written: For itself and as Representative of the several Underwriters listed on Schedule I hereto: MXXXXXX XXXXXXX LYNCH, PIERCE, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED By /s/ Jxxxxxx Xxxx Xxxxxxxx Name: Jxxxxxx Xxxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, X.X. XXXXXX SECURITIES LLC By /s/ Dxxxx Xxxxxx Xxx Xxxxxxx-Xxxxx Name: Dxxxx Xxxxxx Title: Director JXXXXXXXX LLC By /s/ Mxxxxxx X. Xxxxxxx Name: Mxxxxxx X. Xxxxxxx Xxx Xxxxxxx-Xxxxx Title: Managing Director – Equity Capital Markets BARCLAYS CAPITAL INC. By /s/ Vxxxxxxx Xxxx Name: Vxxxxxxx Xxxx Title: Vice President Schedule I EXHIBIT A Name of Underwriter Total Number of Initial Securities to be Purchased Number of Option Securities to be Purchased if Option is Fully Exercised Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated 5,400,000 810,000 Wxxxx 2,002,000 X.X. Xxxxxx Securities LLC 2,002,000 Xxxxx Fargo Securities, LLC 5,400,000 810,000 Jxxxxxxxx 160,440 BBVA Securities Inc. 85,950 BMO Capital Markets Corp. 85,950 BTIG, LLC 3,200,000 480,000 Barclays 85,950 Credit Agricole Securities (USA) Inc. 85,950 Scotia Capital (USA) Inc. 2,400,000 360,000 J.X. Xxxxxx 85,950 TD Securities (USA) LLC 1,800,000 270,000 KeyBanc 85,950 Credit Suisse Securities (USA) LLC 80,220 Xxxxxxx, Sachs & Co. 80,220 Capital One Securities, Inc. 51,570 CIBC World Markets Corp. 51,570 Comerica Securities, Inc. 51,570 Xxxxxxx Xxxx & Company L.L.C. 51,570 KeyBank Capital Markets Inc. 1,800,000 270,000 51,570 Natixis Securities Americas LLC 51,570 Total 20,000,000 3,000,000 Schedule II Issuer General Use Free Writing Prospectuses None II-1 Schedule III Oral Pricing Information that will be conveyed to Purchasers of Common Shares in this Offering5,150,000

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If a any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, then to the extent practicable there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to indicate your acceptance of this Agreement by signing in the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnerships in accordance with its termsspace provided below. Very truly yours, LEXINGTON REALTY TRUST XXX ENERGY CORPORATION By: /s/ Jxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Name: Jxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Title: Executive Vice President LEPERCQ CORPORATE INCOME FUND L.P. By: Lex GP-1 TrustChief Financial Officer XXX ENERGY I, its General Partner LLC XXX ENERGY OPERATING CORP. XXX ENERGY IV, LLC PENNTEX RESOURCES ILLINOIS, INC. R.E. GAS DEVELOPMENT, LLC By: /s/ Jxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Name: Jxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Title: Vice President LEPERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, Chief Financial Officer Accepted as of the date first above writtenhereof: RBC CAPITAL MARKETS, LLC KEYBANC CAPITAL MARKETS INC. SUNTRUST XXXXXXXX XXXXXXXX, INC. XXXXX FARGO SECURITIES, LLC For itself themselves and as Representative Representatives of the several Underwriters listed on Initial Purchasers named in Schedule I hereto1 hereto By: MXXXXXX LYNCHRBC Capital Markets, PIERCE, FXXXXX & SXXXX INCORPORATED By LLC By: /s/ Jxxxxxx Xxxxxxxx Xxxxx Xxxx Name: Jxxxxxx Xxxxxxxx Xxxxx Xxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By By: KeyBanc Capital Markets Inc. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Director JXXXXXXXX LLC By /s/ Mxxxxxx Xxxx X. Xxxxxxx Name: Mxxxxxx Xxxx X. Xxxxxxx Title: Managing Director – Equity Capital Markets BARCLAYS CAPITAL INC. By By: SunTrust Xxxxxxxx Xxxxxxxx, Inc. By: /s/ Vxxxxxxx Xxxxxxxxxxx X. Xxxx Name: Vxxxxxxx Xxxxxxxxxxx X. Xxxx Title: Managing Director By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President Schedule I Underwriter Total Number of 1 Initial Securities to be Purchased Number of Option Securities to be Purchased if Option is Fully Exercised Mxxxxxx LynchPurchaser Principal Amount RBC Capital Markets, PierceLLC $ 25,000,000 KeyBanc Capital Markets Inc. 16,667,000 SunTrust Xxxxxxxx Xxxxxxxx, Fxxxxx & Sxxxx Incorporated 5,400,000 810,000 Wxxxx Inc. 16,667,000 Xxxxx Fargo Securities, LLC 5,400,000 810,000 Jxxxxxxxx LLC 3,200,000 480,000 Barclays Capital Inc. 2,400,000 360,000 J.X. Xxxxxx Securities LLC 1,800,000 270,000 KeyBanc 16,667,000 BMO Capital Markets Corp. 7,292,000 Mitsubishi UFJ Securities (USA), Inc. 1,800,000 270,000 7,292,000 Capital One Southcoast, Inc. 4,166,000 U.S. Bancorp Investments, Inc. 4,166,000 Xxxxxxxxxxx & Co. Inc. 2,083,000 Total 20,000,000 3,000,000 $ 100,000,000 Schedule II Issuer General Use Free Writing Prospectuses None II-1 1 to Purchase Agreement Schedule III Oral 2 Guarantors Xxx Energy I, LLC Xxx Energy Operating Corp. Xxx Energy IV, LLC PennTex Resources Illinois, Inc. R.E. Gas Development, LLC Schedule 2 to Purchase Agreement Schedule 3 Pricing Information that will be conveyed Supplement Schedule 3 to Purchasers Purchase Agreement XXX ENERGY CORPORATION $100,000,000 Re-Opening of Common Shares 8.875% Senior Notes due 2020 Pricing Supplement Pricing Supplement dated April 23, 2013 to the Preliminary Offering Memorandum dated April 23, 2013 of Xxx Energy Corporation. This Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum. The information in this OfferingPricing Supplement supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Offering Memorandum.

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If a sectionany Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to indicate your acceptance of this Agreement by signing in the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnerships in accordance with its termsspace provided below. Very truly yours, LEXINGTON REALTY TRUST EQUITABLE RESOURCES, INC. By: /s/ Jxxxxx Xxxxxx X. Xxxxxxxxx Xxxxx Name: Jxxxxx Xxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Senior Vice President LEPERCQ CORPORATE INCOME FUND L.P. Byand Chief Financial Officer Accepted: Lex GP-1 TrustMarch 13, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President LEPERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as of the date first above written: 0000 XXXX XX XXXXXXX SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. X.X. XXXXXX SECURITIES INC. XXXXXX BROTHERS INC. For itself themselves and as Representative on behalf of the several Underwriters listed on in Schedule I 1 hereto. By: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By BANC OF AMERICA SECURITIES LLC By: /s/ Jxxxxxx Xxxxxxxx Name: Jxxxxxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Director JXXXXXXXX LLC By /s/ Mxxxxxx X. Xxxxxxx Name: Mxxxxxx Xxxxxx X. Xxxxxxx Title: Managing Director – Equity Vice President SCHEDULE 1 Underwriter Principal Amount Banc of America Securities LLC $ 100,000,000 Citigroup Global Markets Inc. 100,000,000 X.X. Xxxxxx Securities Inc. 100,000,000 Xxxxxx Brothers Inc. 75,000,000 Mitsubishi UFJ Securities International plc 37,500,000 PNC Capital Markets BARCLAYS CAPITAL INC. By /s/ Vxxxxxxx Xxxx Name: Vxxxxxxx Xxxx Title: Vice President Schedule I Underwriter Total Number of Initial Securities to be Purchased Number of Option Securities to be Purchased if Option is Fully Exercised Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 5,400,000 810,000 Wxxxx Fargo Securities, LLC 5,400,000 810,000 Jxxxxxxxx LLC 3,200,000 480,000 37,500,000 Barclays Capital Inc. 2,400,000 360,000 J.X. Xxxxxx Securities LLC 1,800,000 270,000 KeyBanc 10,000,000 BMO Capital Markets Corp. 10,000,000 Deutsche Bank Securities Inc. 1,800,000 270,000 10,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 10,000,000 Wachovia Capital Markets, LLC 10,000,000 Total 20,000,000 3,000,000 Schedule II $ 500,000,000 ANNEX I Issuer General Use Free Writing Prospectuses None II-1 Schedule III Oral Pricing Information Final Term Sheet dated March 13, 2008 EXHIBIT A EQUITABLE RESOURCES, INC. $500,000,000 6.50% Senior Notes due 2018 Form of Final Term Sheet March 13, 2008 Issuer: Equitable Resources, Inc. Note Type: SEC Registered Size: $500,000,000 Maturity: April 1, 2018 Coupon (Interest Rate): 6.500% Yield to Maturity: 6.593% Spread to Benchmark Treasury: 312.5 basis points Benchmark Treasury: U.S. Treasury 3.50% due February 15, 2018 Benchmark Treasury Price and Yield: 100-08+; 3.468% Interest Payment Dates: April 1 and October 1, commencing October 1, 2008 Make Whole Redemption Provision: At any time at a discount rate of U.S. Treasury plus 50 basis points Price to Public: 99.321% Trade Date: Xxxxx 00, 0000 Xxxxxxxxxx Date: March 18, 2008 (T+3) Ratings: Baa1/BBB (stable/negative) CUSIP: 000000XX0 Joint Book-Runners: Banc of America Securities LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities Inc. Xxxxxx Brothers Inc. Senior Co-Managers: Mitsubishi UFJ Securities International plc PNC Capital Markets LLC Co-Managers: Barclays Capital Inc. BMO Capital Markets Corp. Deutsche Bank Securities Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. Wachovia Capital Markets, LLC Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will be conveyed arrange to Purchasers send you the prospectus if you request it by calling or e-mailing Banc of Common Shares in this OfferingAmerica Securities LLC at 1-800-294-1322 or xx.xxxxxxxxxx_xxxxxxxxxxxx@xxxxxxxxxxxxxx.xxx, or by calling Citigroup Global Markets Inc. at 0-000-000-0000 (toll free) or by calling X.X. Xxxxxx Securities Inc. at 0-000-000-0000 (collect) or by calling Xxxxxx Brothers Inc. at 0-000-000-0000 (toll free).

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If a any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, then to the extent practicable there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to indicate your acceptance of this Agreement by signing in the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnerships in accordance with its termsspace provided below. Very truly yours, LEXINGTON REALTY TRUST XXX ENERGY CORPORATION By: /s/ Jxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Name: Jxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Title: Executive Vice President LEPERCQ CORPORATE INCOME FUND L.P. By: Lex GP-1 TrustChief Financial Officer XXX ENERGY I, its General Partner LLC XXX ENERGY OPERATING CORP. XXX ENERGY IV, LLC PENNTEX RESOURCES ILLINOIS, INC. R.E. GAS DEVELOPMENT, LLC By: /s/ Jxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Name: Jxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Title: Vice President LEPERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, Chief Financial Officer Accepted as of the date first above writtenhereof: RBC CAPITAL MARKETS, LLC KEYBANC CAPITAL MARKETS INC. SUNTRUST XXXXXXXX XXXXXXXX, INC. XXXXX FARGO SECURITIES, LLC For itself themselves and as Representative Representatives of the several Underwriters listed on Initial Purchasers named in Schedule I hereto1 hereto By: MXXXXXX LYNCHRBC Capital Markets, PIERCELLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director By: KeyBanc Capital Markets Inc. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director By: SunTrust Xxxxxxxx Xxxxxxxx, FXXXXX & SXXXX INCORPORATED By Inc. By: /s/ Jxxxxxx Xxxxxx X. Xxxxxxxx Name: Jxxxxxx Xxxxxx X. Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIESBy: Xxxxx Fargo Securities, LLC By By: /s/ Dxxxx Xxxxxx Xxxx Xxxxxxxxx Name: Dxxxx Xxxxxx Title: Director JXXXXXXXX LLC By /s/ Mxxxxxx X. Xxxxxxx Name: Mxxxxxx X. Xxxxxxx Xxxx Xxxxxxxxx Title: Managing Director – Equity Initial Purchaser Principal Amount RBC Capital Markets, LLC $ 92,857,144 KeyBanc Capital Markets BARCLAYS CAPITAL INC. By /s/ Vxxxxxxx Xxxx Name: Vxxxxxxx Xxxx Title: Vice President Schedule I Underwriter Total Number of Initial Securities to be Purchased Number of Option Securities to be Purchased if Option is Fully Exercised Mxxxxxx LynchInc. 46,428,571 SunTrust Xxxxxxxx Xxxxxxxx, Pierce, Fxxxxx & Sxxxx Incorporated 5,400,000 810,000 Wxxxx Inc. 46,428,571 Xxxxx Fargo Securities, LLC 5,400,000 810,000 Jxxxxxxxx LLC 3,200,000 480,000 Barclays Capital Inc. 2,400,000 360,000 J.X. Xxxxxx Securities LLC 1,800,000 270,000 KeyBanc 46,428,571 BMO Capital Markets Corp. 26,530,612 Mitsubishi UFJ Securities (USA), Inc. 1,800,000 270,000 26,530,612 Capital One Securities, Inc. 16,581,633 U.S. Bancorp Investments, Inc. 16,581,633 The Huntington Investment Company 6,632,653 Total 20,000,000 3,000,000 $ 325,000,000 Schedule II Issuer General Use Free Writing Prospectuses None II-1 1 to Purchase Agreement Schedule III Oral 2 Guarantors Xxx Energy I, LLC Xxx Energy Operating Corp. Xxx Energy IV, LLC PennTex Resources Illinois, Inc. R.E. Gas Development, LLC Schedule 2 to Purchase Agreement Schedule 3 XXX ENERGY CORPORATION $325,000,000 6.250% Senior Notes due 2022 Pricing Information that will be conveyed Supplement Pricing Supplement dated July 14, 2014 to Purchasers the Preliminary Offering Memorandum dated July 14, 2014 of Common Shares Xxx Energy Corporation. This Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum. The information in this OfferingPricing Supplement supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Offering Memorandum.

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If a sectionany Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to indicate your acceptance of this Agreement by signing in the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnerships in accordance with its termsspace provided below. Very truly yours, LEXINGTON REALTY TRUST EQT CORPORATION By: /s/ Jxxxxx Xxxxxx X. Xxxxxxxxx XxXxxxx Name: Jxxxxx Xxxxxx X. Xxxxxxxxx XxXxxxx Title: Executive Senior Vice President LEPERCQ CORPORATE INCOME FUND L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President LEPERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, and Chief Financial Officer Accepted as of the date first above writtenhereof: CREDIT SUISSE SECURITIES (USA) LLC X.X. XXXXXX SECURITIES LLC For itself themselves and as Representative on behalf of the several Underwriters listed on in Schedule I 1 hereto. CREDIT SUISSE SECURITIES (USA) LLC By: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By /s/ Jxxxxxx Xxxxxxxx Xxxxx Xxx Xxxxxx Name: Jxxxxxx Xxxxxxxx Xxxxx Xxx Xxxxxx Title: Managing Director, Equity Capital Markets X.X. XXXXXX SECURITIES LLC By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Director JXXXXXXXX LLC By /s/ Mxxxxxx X. Xxxxxxx Name: Mxxxxxx X. Xxxxxxx Title: Managing Director – Equity Capital Markets BARCLAYS CAPITAL INC. By /s/ Vxxxxxxx Xxxx Name: Vxxxxxxx Xxxx Title: Vice President Schedule I SCHEDULE 1 Underwriter Total Number of Initial Securities Firm Shares to be Purchased Number of Option Credit Suisse Securities to be Purchased if Option is Fully Exercised Mxxxxxx Lynch(USA) LLC 4,003,125 X.X. Xxxxxx Securities LLC 4,003,125 Xxxxxx Xxxxxxx & Co. LLC 525,000 BNP Paribas Securities Corp. 262,500 Mitsubishi UFJ Securities (USA), PierceInc. 262,500 PNC Capital Markets LLC 262,500 Scotia Capital (USA) Inc. 262,500 SunTrust Xxxxxxxx Xxxxxxxx, Fxxxxx & Sxxxx Incorporated 5,400,000 810,000 Wxxxx Fargo Inc. 262,500 CIBC World Markets Corp. 131,250 Xxxxxxxxx Energy Securities, LLC 5,400,000 810,000 Jxxxxxxxx LLC 3,200,000 480,000 Barclays Capital 131,250 Xxxxxx, Xxxxxxxx & Company, Incorporated 131,250 Tudor, Pickering, Xxxx & Co. Securities, Inc. 2,400,000 360,000 J.X. Xxxxxx 131,250 USCA Securities LLC 1,800,000 270,000 KeyBanc Capital Markets Inc. 1,800,000 270,000 131,250 Total 20,000,000 3,000,000 Schedule II 10,500,000 ANNEX I Issuer General Use Free Writing Prospectuses None II-1 Schedule III Oral Pricing Information that will be conveyed to Purchasers of Common Shares in this OfferingANNEX II

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If a any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to indicate your acceptance of this Agreement by signing in the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnerships in accordance with its termsspace provided below. Very truly yours, LEXINGTON REALTY TRUST ENERGIZER HOLDINGS, INC. By: /s/ Jxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Name: Jxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Title: Executive Vice President LEPERCQ CORPORATE INCOME FUND L.P. ByPresident, Chief Financial Officer and Principal Accounting Officer Accepted: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President LEPERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as As of the date first written above written: X.X. XXXXXX SECURITIES LLC For itself and as Representative on behalf of the several Underwriters listed on in Schedule I 1 hereto. By: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By /s/ Jxxxxxx Xxxxxxxx Name: Jxxxxxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Director JXXXXXXXX LLC By /s/ Mxxxxxx X. Xxxxxxx Name: Mxxxxxx X. Xxxxxxx Title: Managing Director – Equity Capital Markets Xxx Xxx Authorized Signatory BARCLAYS CAPITAL INC. By For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/ Vxxxxxxx Xxxxx Xxxxx Authorized Signatory CITIGROUP GLOBAL MARKETS INC. For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/ Xxxx Name: Vxxxxxxx Xxxx Title: Vice President Xxxxxxx Authorized Signatory Schedule I 1 Underwriter Total Number of Initial Shares X.X. Xxxxxx Securities to be Purchased Number of Option Securities to be Purchased if Option is Fully Exercised Mxxxxxx LLC 559,006 Barclays Capital Inc. 442,547 Citigroup Global Markets Inc. 442,547 Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated 5,400,000 810,000 Wxxxx Fargo Securities158,385 MUFG Securities Americas Inc. 93,167 Evercore Group L.L.C. 74,534 Standard Chartered Bank 58,230 Total 1,875,000 Annex A Pricing Disclosure Package Pricing Term Sheet in the form of Annex B hereto. Annex B Energizer Holdings, LLC 5,400,000 810,000 Jxxxxxxxx LLC 3,200,000 480,000 Barclays Capital Inc. 2,400,000 360,000 J.X. Xxxxxx Securities LLC 1,800,000 270,000 KeyBanc Capital Markets Inc. 1,800,000 270,000 Total 20,000,000 3,000,000 Schedule II Issuer General Use Pricing Term Sheet Pricing Term Sheet Free Writing Prospectuses None II-1 Schedule III Oral Pricing Information that will be conveyed Prospectus dated as of January 15, 2019 Filed pursuant to Purchasers Rule 433 Relating to the Preliminary Prospectus Supplements each dated January 14, 2019 to the Prospectus dated January 14, 2019 Registration No. 333-229244 Energizer Holdings, Inc. Concurrent Offerings of 4,076,086 Shares of Common Stock, par value $0.01 per Share (the “Common Stock”) (the “Common Stock Offering”) and 1,875,000 Shares in this of 7.50% Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock Offering”)

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If a sectionany Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to indicate your acceptance of this Agreement by signing in the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnerships in accordance with its termsspace provided below. Very truly yours, LEXINGTON REALTY TRUST CA, INC. By: /s/ Jxxxxx X. Xxxxxxxxx Xxxxxxx Xxxxx Name: Jxxxxx X. Xxxxxxxxx Xxxxxxx Xxxxx Title: Executive Senior Vice President LEPERCQ CORPORATE INCOME FUND L.P. ByPresident, Treasurer Accepted: Lex GP-1 TrustAugust 13, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President LEPERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust2013 XXXXXXX LYNCH, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTEDXXXXXX, as of the date first above written: XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. LLC For itself themselves and as Representative on behalf of the several Underwriters listed on in Schedule I hereto: MXXXXXX . XXXXXXX LYNCH, PIERCEXXXXXX, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED By By: /s/ Jxxxxxx Xxxxxxxx Name: Jxxxxxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Director JXXXXXXXX LLC By /s/ Mxxxxxx X. Xxx Xxxxxxx Name: Mxxxxxx X. Xxx Xxxxxxx Title: Managing Director – Equity Capital Markets BARCLAYS CAPITAL INCXXXXXX XXXXXXX & CO. By LLC By: /s/ Vxxxxxxx Xxxxx Xxxx Name: Vxxxxxxx Xxxxx Xxxx Title: Vice President Executive Director Schedule I Underwriter Total Number of Initial Securities to be Purchased Number of Option Securities to be Purchased if Option is Fully Exercised Mxxxxxx Principal Amount Underwriters for the 2018 Notes Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated 5,400,000 810,000 Wxxxx $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 5,400,000 810,000 Jxxxxxxxx 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 3,200,000 480,000 Barclays Capital Inc. 2,400,000 360,000 J.X. Xxxxxx Securities LLC 1,800,000 270,000 2,500,000 KeyBanc Capital Markets Inc. 1,800,000 270,000 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total 20,000,000 3,000,000 $ 250,000,000 Underwriters for the 2023 Notes Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 87,500,000 Xxxxxx Xxxxxxx & Co. LLC. 53,125,000 Citigroup Global Markets Inc. 25,000,000 X.X. Xxxxxx Securities LLC. 25,000,000 Barclays Capital Inc. 7,500,000 BNP Paribas Securities Corp. 7,500,000 HSBC Securities (USA) Inc. 7,500,000 RBC Capital Markets, LLC 4,375,000 RBS Securities Inc. 4,375,000 Scotia Capital (USA) Inc. 4,375,000 U.S. Bancorp Investments, Inc. 4,375,000 Xxxxx Fargo Securities, LLC 4,375,000 DNB Markets, Inc. 2,500,000 ING Financial Markets LLC 2,500,000 KeyBanc Capital Markets Inc. 2,500,000 Lloyds Securities Inc. 2,500,000 PNC Capital Markets LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 Total $ 250,000,000 Schedule II Issuer General Use Free Writing Prospectuses None II-1 Schedule III Oral Pricing Significant Subsidiaries • CA Marketing Corporation (Delaware) • CA Software Holding B.V. (Netherlands) Annex A Time of Sale Information The final Term Sheet, dated August 13, 2013, in the form of Xxxxx X. Annex B CA, Inc. PRICING TERM SHEET August 13, 2013 2.875% Senior Notes due 2018 Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2018 Coupon (Interest Rate): 2.875% Yield to Maturity: 2.916% Spread to Benchmark Treasury: 143 basis points Benchmark Treasury: 1.375% due July 31, 2018 Benchmark Treasury Price and Yield: 99-15; 1.486% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 25 basis points Price to Public: 99.811% Trade Date: August 13, 2013 Settlement Date: Underwriting Discount: August 16, 2013 (T+3) 0.600% Proceeds, before expenses, to Issuer: $248,027,500 Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AD7 ISIN Number: US12673PAD78 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. 4.500% Senior Notes due 2023 Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $250,000,000 Maturity: August 15, 2023 Coupon (Interest Rate): 4.500% Yield to Maturity: 4.558% Spread to Benchmark Treasury: 183 basis points Benchmark Treasury: 2.500% due August 15, 2023 Benchmark Treasury Price and Yield: 98-00+; 2.728% Interest Payment Dates: Semi-annually on each February 15 and August 15 of each year, commencing on February 15, 2014 Make-Whole Call: At any time at a discount rate of Treasury plus 30 basis points Par Call: After the date that is three months prior to maturity, the notes will be conveyed redeemable at par Price to Purchasers Public: 99.539% Trade Date: August 13, 2013 Settlement Date: August 16, 2013 (T+3) Underwriting Discount: 0.650% Proceeds, before expenses, to Issuer: $247,222,500 Denominations: $2,000 and integral multiples of Common Shares $1,000 in this Offeringexcess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 12673P AE5 ISIN Number: US12673PAE51 Joint Book-Running Managers: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. The expenses of the offering of the notes, not including underwriting discounts, are estimated at $1.5 million and are payable by the Issuer (a portion of which will be reimbursed by the Underwriters).

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If a sectionany Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to indicate your acceptance of this Agreement by signing in the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnerships in accordance with its termsspace provided below. Very truly yours, LEXINGTON REALTY TRUST By: /s/ Jxxxxx X. Xxxxxxxxx EQUITABLE RESOURCES, INC. By ----------------------------- Name: Jxxxxx X. Xxxxxxxxx Title: Executive Vice President LEPERCQ CORPORATE INCOME FUND L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President LEPERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, Confirmed and accepted as of the date first above written: XXXXXXX, SACHS & CO. XXXXXX BROTHERS INC. XXXXXXX XXXXX BARNEY INC. For itself themselves and as Representative on behalf of the several Underwriters Initial Purchasers listed on in Schedule I 1 hereto. By: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By /s/ Jxxxxxx Xxxxxxxx Xxxxxx Brothers Inc. By: ----------------------- Name: Jxxxxxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIESSignature Page to Purchase Agreement SCHEDULE 1 Initial Purchaser Principal Amount ----------------- ---------------- Xxxxxxx, LLC By /s/ Dxxxx Sachs & Co. $ 53,333,333,00 Xxxxxx Name: Dxxxx Xxxxxx Title: Director JXXXXXXXX LLC By /s/ Mxxxxxx X. Brothers Inc. $ 53,333,333,00 Xxxxxxx Name: Mxxxxxx X. Xxxxxxx Title: Managing Director – Equity Xxxxx Barney Inc. $ 53,333,334,00 Banc One Capital Markets BARCLAYS CAPITAL INC. By /s/ Vxxxxxxx Xxxx Name: Vxxxxxxx Xxxx Title: Vice President Schedule I Underwriter Total Number of Initial Securities to be Purchased Number of Option Securities to be Purchased if Option is Fully Exercised Mxxxxxx LynchMarkets, Pierce, Fxxxxx & Sxxxx Incorporated 5,400,000 810,000 Wxxxx Fargo Securities, LLC 5,400,000 810,000 Jxxxxxxxx LLC 3,200,000 480,000 Inc. $ 10,000,000.00 Barclays Capital Inc. 2,400,000 360,000 J.X. Xxxxxx Securities LLC 1,800,000 270,000 KeyBanc $ 10,000,000.00 SunTrust Capital Markets Markets, Inc. 1,800,000 270,000 $ 10,000,000.00 BNY Capital Markets, Inc. $ 5,000,000.00 Fifth Third Securities, Inc. $ 5,000,000.00 --------------- Total 20,000,000 3,000,000 Schedule II Issuer General Use Free Writing Prospectuses None II-1 Schedule III Oral Pricing Information that will be conveyed to Purchasers of Common Shares in this Offering$ 200,000,000 ANNEX A

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If a sectionany Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to indicate your acceptance of this Agreement by signing in the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnerships in accordance with its termsspace provided below. Very truly yours, LEXINGTON REALTY TRUST CA, INC. By: /s/ Jxxxxx X. Xxxxxxxxx Xxxxxxx Xxxxx Name: Jxxxxx X. Xxxxxxxxx Xxxxxxx Xxxxx Title: Executive Senior Vice President LEPERCQ CORPORATE INCOME FUND L.P. ByPresident, Treasurer Accepted: Lex GP-1 TrustJuly 30, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President LEPERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust2015 X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTEDPIERCE, as of the date first above written: XXXXXX & XXXXX INCORPORATED For itself themselves and as Representative on behalf of the several Underwriters listed on in Schedule I hereto. X.X. XXXXXX SECURITIES LLC By: MXXXXXX /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director XXXXXXX LYNCH, PIERCE, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED By By: /s/ Jxxxxxx Xxxxxx Xxxxxxxx Name: Jxxxxxx Xxxxxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Director JXXXXXXXX LLC By /s/ Mxxxxxx X. Xxxxxxx Name: Mxxxxxx X. Xxxxxxx Title: Managing Director – Equity Capital Markets BARCLAYS CAPITAL INC. By /s/ Vxxxxxxx Xxxx Name: Vxxxxxxx Xxxx Title: Vice President Schedule I Underwriter Total Number of Initial Underwriters for the Securities to be Purchased Number of Option Securities to be Purchased if Option is Fully Exercised Mxxxxxx Principal Amount Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated 5,400,000 810,000 Wxxxx $ 120,000,000 X.X. Xxxxxx Securities LLC $ 72,000,000 Barclays Capital, Inc. $ 36,000,000 Citigroup Global Markets Inc. $ 36,000,000 Xxxxxx Xxxxxxx & Co. LLC $ 36,000,000 BNP Paribas Securities Corp. $ 8,000,000 Xxxxxxx Sachs & Co $ 8,000,000 HSBC Securities (USA) Inc. $ 8,000,000 PNC Capital Markets LLC $ 8,000,000 RBC Capital Markets, LLC $ 8,000,000 Scotia Capital (USA) Inc. $ 8,000,000 U.S. Bancorp Investments, Inc. $ 8,000,000 Well Fargo Securities, LLC 5,400,000 810,000 Jxxxxxxxx $ 8,000,000 DNB Markets, Inc. $ 6,000,000 ING Financial Markets LLC 3,200,000 480,000 Barclays Capital Inc. 2,400,000 360,000 J.X. Xxxxxx Securities LLC 1,800,000 270,000 $ 6,000,000 KeyBanc Capital Markets Inc. 1,800,000 270,000 $ 6,000,000 SMBC Nikko Securities America, Inc. $ 6,000,000 Standard Chartered Bank $ 6,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 6,000,000 Total 20,000,000 3,000,000 Schedule II Issuer General Use Free Writing Prospectuses None II-1 Schedule III Oral Pricing $ 400,000,000 Annex A Time of Sale Information The final Term Sheet, dated July 30, 2015, in the form of Annex B. Annex B CA, Inc. PRICING TERM SHEET July 30, 2015 3.600% Senior Notes due 2020 Issuer: CA, Inc. Ratings*: [intentionally omitted] Size: $400,000,000 Maturity: August 1, 2020 Coupon (Interest Rate): 3.600% Yield to Maturity: 3.622% Spread to Benchmark Treasury: T+200 basis points Benchmark Treasury: 1.625% due June 30, 2020 Benchmark Treasury Price and Yield: 100-00+; 1.622% Interest Payment Dates: Semi-annually on each February 1 and August 1 of each year, commencing on February 1, 2016 Make-Whole Call: At any time prior to one month prior to maturity at a discount rate of Treasury plus 30 basis points Par Call: On or after the date that is one month prior to maturity, the notes will be conveyed redeemable at par Price to Purchasers Public: 99.901% Trade Date: July 30, 2015 Settlement Date: Underwriting Discount: August 4, 2015 (T+3) 0.600% Proceeds, after underwriting discount and before expenses, to Issuer: $397,204,000 Denominations: $2,000 and integral multiples of Common Shares $1,000 in this Offeringexcess thereof Day Count Convention: 30/360 Payment Business Days: New York CUSIP Number: 00000XXX0 ISIN Number: US12673PAF27 Joint Book-Running Managers: X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. Xxxxxx Xxxxxxx & Co. LLC Senior Co-Managers: BNP Paribas Securities Corp. Xxxxxxx Sachs & Co. HSBC Securities (USA) Inc. PNC Capital Markets LLC RBC Capital Markets, LLC Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC Co-Managers: DNB Markets, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. SMBC Nikko Securities America, Inc. Standard Chartered Bank SunTrust Xxxxxxxx Xxxxxxxx, Inc. The expenses of the offering of the notes, not including underwriting discounts, are estimated at $1,300,000 and are payable by the Issuer (a portion of which will be reimbursed by the Underwriters). All references to the 2025 notes in the Preliminary Prospectus Supplement are deleted and the Issuer is only issuing the 2020 notes. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If a sectionany Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to indicate your acceptance of this Agreement by signing in the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnerships in accordance with its termsspace provided below. Very truly yours, LEXINGTON REALTY TRUST By: /s/ Jxxxxx X. Xxxxxxxxx EQT CORPORATION By Name: Jxxxxx Xxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Senior Vice President LEPERCQ CORPORATE INCOME FUND L.P. Byand Chief Financial Officer Accepted: Lex GP-1 TrustMarch 10, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President LEPERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as of the date first above written: 2010 X.X. XXXXXX SECURITIES INC. BARCLAYS CAPITAL INC. CREDIT SUISSE SECURITIES (USA) LLC DEUTSCHE BANK SECURITIES INC. For itself themselves and as Representative on behalf of the several Underwriters listed on in Schedule I 1 hereto. X.X. XXXXXX SECURITIES INC. By: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By /s/ Jxxxxxx Xxxxxxxx Name: Jxxxxxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Director JXXXXXXXX LLC By /s/ Mxxxxxx X. Xxxxxxx Name: Mxxxxxx X. Xxxxxxx Title: Managing Director – Equity Capital Markets Authorized Officer BARCLAYS CAPITAL INC. By /s/ Vxxxxxxx Xxxx By: Name: Vxxxxxxx Xxxx Title: Vice President Schedule I CREDIT SUISSE SECURITIES (USA) LLC By: Name: Title: DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: SCHEDULE 1 Underwriter Total Number of Initial Securities Firm Shares to be Purchased Number of Option X.X. Xxxxxx Securities to be Purchased if Option is Fully Exercised Mxxxxxx Inc. 2,637,500 Barclays Capital Inc. 1,750,000 Credit Suisse Securities (USA) LLC 1,750,000 Deutsche Bank Securities Inc. 1,750,000 Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated 5,400,000 810,000 Wxxxx 750,000 Citigroup Global Markets Inc. 750,000 Xxxxx Fargo Securities, LLC 5,400,000 810,000 Jxxxxxxxx LLC 3,200,000 480,000 Barclays Capital 750,000 Mitsubishi UFJ Securities (USA), Inc. 2,400,000 360,000 J.X. Xxxxxx Securities LLC 1,800,000 270,000 KeyBanc 328,125 PNC Capital Markets LLC 328,125 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 1,800,000 270,000 328,125 BMO Capital Markets Corp. 265,625 BNP Paribas Securities Corp. 215,625 BNY Mellon Capital Markets, LLC 215,625 RBS Securities Inc. 153,125 SG Americas Securities, LLC 153,125 Boenning & Scattergood, Inc. 62,500 Xxxxxx Xxxx Incorporated 62,500 Lazard Capital Markets LLC 62,500 Xxxxxxxxx Capital Partners, LLC 62,500 RBC Capital Markets Corporation 62,500 Xxxxxx, Xxxxxxxx & Company, Incorporated 62,500 Total 20,000,000 3,000,000 Schedule II 12,500,000 ANNEX I Issuer General Use Free Writing Prospectuses None II-1 Schedule III Oral Pricing Information that will be conveyed to Purchasers of Common Shares in this OfferingANNEX II