Common use of Compliance with USA Patriot Act Clause in Contracts

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. Very truly yours, ING U.S., INC. By: Name: Title: ING INSURANCE INTERNATIONAL, B.V. By: Name: Title: By: Name: Title: Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto XXXXXX XXXXXXX & CO. LLC By: Name: Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Commerz Markets LLC HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & Company, Inc. The Xxxxxxxx Capital Group, L.P. Total: SCHEDULE II Time of Sale Prospectus

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. [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 the Underwriters and the Company in accordance with its terms. Very truly yours, ING U.S., INC. SOUTHWESTERN ENERGY COMPANY By: Name: /s/ R. Xxxxx Xxxx Title: ING INSURANCE INTERNATIONALSenior Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, B.V. By: Name: Title: By: Name: Title: Accepted as of the date hereof first above written: By: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf Xxxxxxxx Authorized Signatory For itself and as Representative of themselves and the several other Underwriters named in Schedule II hereto XXXXXX XXXXXXX & COA hereto. LLC By: Name: Title: XXXXXXXSCHEDULE A The initial public offering price per share for the Securities shall be $13.00 The purchase price per share for the Securities to be paid by the several Underwriters shall be $12.62, SACHS & CObeing an amount equal to the initial public offering price set forth above less $0.38 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: SCHEDULE I Name of Underwriter Number of Firm Shares To Be Purchased Initial Securities Credit Suisse Securities (USA) LLC 30,100,000 X.X. Xxxxxx Xxxxxxx & Co. Securities LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. 12,900,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse 12,900,000 Citigroup Global Markets Inc. 3,870,000 Mizuho Securities USA Inc. 3,870,000 BMO Capital Markets Corp. 1,548,000 Mitsubishi UFJ Securities (USA) LLC Deutsche Bank ), Inc. 1,548,000 SMBC Nikko Securities America, Inc. X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. 1,548,000 RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. 1,548,000 Xxxxx Fargo Securities, LLC 1,548,000 BBVA Securities Inc. 1,290,000 CIBC World Markets Corp. (US Broker dealer) 1,290,000 Credit Agricole Securities (USA) Inc. 1,290,000 BB&T Capital Markets, a division of BB&T Securities, LLC 1,075,000 BNP Paribas Securities Corp. BNY Mellon 1,075,000 BTIG, LLC. 1,075,000 Capital One Securities, Inc. 1,075,000 Citizens Capital Markets, LLC Commerz Inc. 1,075,000 PNC Capital Markets LLC 1,075,000 Comerica Securities, Inc. 860,000 Fifth Third Securities, Inc. 860,000 HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & Company860,000 KeyBanc Capital Markets Inc. 860,000 SG Americas Securities, Inc. The Xxxxxxxx Capital Group, L.P. Total: LLC 860,000 Total 86,000,000 SCHEDULE II Time of Sale ProspectusB-1 Pricing Terms

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the CompanyCompany and the Guarantors, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Guarantors and the several Underwriters in accordance with its terms. Very truly yours, ING U.S.THE CHEMOURS COMPANY THE CHEMOURS COMPANY FC, LLC THE CHEMOURS COMPANY TT, LLC CHEMFIRST INC. FIRST CHEMICAL CORPORATION FIRST CHEMICAL TEXAS, L.P. FT CHEMICAL, INC. FIRST CHEMICAL HOLDINGS, LLC By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: ING INSURANCE INTERNATIONAL, B.V. BySenior Vice President and Chief Financial Officer Accepted: Name: Title: By: Name: Title: Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. Credit Suisse Securities (USA) LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf of themselves itself and the several Underwriters named in Schedule II A hereto XXXXXX XXXXXXX & CO. LLC By: /s/ Pxxxxxxx Xxxxx Name: Pxxxxxxx Xxxxx Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Director [Signature Page to the Underwriting Agreement] SCHEDULE I Underwriter Number A Underwriters Principal Amount of Firm Shares To Be Securities to be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. X.X. $ 150,000,000.00 J.X. Xxxxxx Securities LLC ING Financial $ 90,000,000.00 Citigroup Global Markets LLC Inc. $ 90,000,000.00 Barclays Capital Inc. RBC Capital Markets, $ 90,000,000.00 TD Securities (USA) LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Commerz Markets LLC $ 50,000,000.00 HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & Company$ 13,000,000.00 RBC Capital Markets, LLC $ 8,500,000.00 Mizuho Securities USA LLC $ 8,500,000.00 Total $ 500,000,000.00 SCHEDULE B GUARANTORS The Chemours Company FC, LLC The Chemours Company TT, LLC ChemFirst Inc. First Chemical Corporation First Chemical Texas, L.P. FT Chemical, Inc. The Xxxxxxxx Capital GroupFirst Chemical Holdings, L.P. Total: LLC SCHEDULE II Time of Sale ProspectusC

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. Very truly yours, ING U.S.MICRON TECHNOLOGY, INC. By: /s/ Kxxx Xxxx Name: :Kxxx Xxxx Title: ING INSURANCE INTERNATIONALCorporate Vice President, B.V. By: Name: Title: By: Name: Title: Finance Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto XXXXXX XXXXXXX & CO. LLC By: Name: Title: XXXXXXX, SACHS & COI hereto. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Managing Director Accepted as of the date hereof Credit Suisse Securities (USA) LLC Deutsche Bank Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Credit Suisse Securities (USA) LLC By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Director Accepted as of the date hereof Mxxxxx Sxxxxxx & Co. LLC Acting on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Mxxxxx Sxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director SCHEDULE I Underwriter Principal Amount of Securities to be Purchased Citigroup Global Markets Inc. X.X. Xxxxxx $ 166,625,000 Credit Suisse Securities (USA) LLC ING Financial Markets $ 166,625,000 Mxxxxx Sxxxxxx & Co. LLC Barclays Capital $ 166,750,000 Credit Agricole Securities (USA) Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Commerz Markets LLC $ 83,375,000 HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx $ 83,375,000 MUFG Securities Americas Inc. $ 83,250,000 ANZ Securities, Inc. $ 62,500,000 BNP Paribas Securities Corp. $ 62,500,000 ICBC Standard Bank Plc $ 62,500,000 Mizuho Securities USA LLC $ 62,500,000 Academy Securities, Inc. $ 50,000,000 Gxxxxxx Sachs & Co. LLC $ 50,000,000 J.X. Xxxxxx X. Xxxxxxx Securities LLC $ 50,000,000 Sxxxxxx Xxxxxxxx Shank & CompanyCo., Inc. The Xxxxxxxx Capital GroupLLC $ 50,000,000 Wxxxx Fargo Securities, L.P. LLC $ 50,000,000 Total: $ 1,250,000,000 SCHEDULE II Time of Sale ProspectusInformation

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. Very truly yoursPlease confirm, ING U.S.by signing and returning to us two (2) counterparts of this Agreement, INC. By: Name: Title: ING INSURANCE INTERNATIONAL, B.V. By: Name: Title: By: Name: Title: Accepted as of that the date hereof Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally Representatives are acting on behalf of themselves and the several Underwriters named in Schedule II hereto and that the foregoing correctly sets forth the agreement among the Company and the several Underwriters. Very truly yours, NEW YORK MORTGAGE TRUST, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Executive Officer Confirmed and accepted as of the date first above mentioned: XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: XXXXXXX, SACHS & CO. Executive Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Director As Representatives of the Several Underwriters named in Schedule I hereto SCHEDULE I Underwriter Underwriting Agreement dated November 7, 2018 Underwriters Number of Firm Shares To Be Securities to be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 3,250,000 Credit Suisse Securities (USA) LLC 1,750,000 Barclays Capital Inc. 1,250,000 Deutsche Bank Securities Inc. 1,250,000 X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. RBC Capital MarketsSecurities, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. 1,250,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon 1,250,000 RBC Capital Markets, LLC Commerz Markets 1,250,000 UBS Securities LLC HSBC Securities (USA1,250,000 Total 12,500,000 SCHEDULE 1(j) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & CompanyEntity Company Ownership Kiawah River View Investors LLC 50.00 % The Clusters, Inc. The Xxxxxxxx Capital GroupLLC 38.67 % 34 SCHEDULE 1(xx) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2016-RP1, L.P. Total: LLC NYMT Residential 2016-RP1, LLC NYMT Residential Tax 2016-RP1, LLC RB Commercial Trust Series 2012-RS1 SCHEDULE II Time Issuer General-Use Free Writing Prospectus None. SCHEDULE III Pricing and Other Information 12,500,000 shares at a public offering price of Sale Prospectus$6.11 per share with an underwriting discount of $0.16 per share with an option to purchase up to 1,875,000 additional shares at that same price and discount.

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company, the Guarantors and the several Underwriters in accordance with its terms. Very truly yours, ING U.S.B&G FOODS, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: ING INSURANCE INTERNATIONALExecutive Vice President of Finance and Chief Financial Officer B&G FOODS NORTH AMERICA, B.V. INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANY, LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. CLABBER GIRL CORPORATION SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: By: Name: Title: Accepted Executive Vice President of Finance and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date hereof first above written. Acting on behalf of itself and as the Representatives of the several Underwriters BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE A Underwriter Principal Amount of Securities Barclays Capital Inc. $ 110,000,000 Deutsche Bank Securities Inc. $ 82,500,000 RBC Capital Markets, LLC $ 82,500,000 BofA Securities, Inc. $ 48,125,000 BMO Capital Markets Corp. $ 48,125,000 Xxxxxxx Sachs & Co. LLC Xxxxxxx$ 48,125,000 X.X. Xxxxxx Securities LLC $ 48,125,000 Capital One Securities, Sachs & Co. Inc. $ 13,750,000 Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto XXXXXX XXXXXXX & CO. LLC By: Name: Title: XXXXXXX$ 13,750,000 Citizens Capital Markets, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 13,750,000 Credit Suisse Securities (USA) LLC Deutsche Bank $ 13,750,000 Rabo Securities Inc. X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx XxxxxxxxUSA, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Commerz Markets LLC HSBC $ 13,750,000 TD Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & Company, Inc. The Xxxxxxxx Capital Group, L.P. Total: LLC $ 13,750,000 Total $ 550,000,000 SCHEDULE II Time of Sale ProspectusB

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. Very truly yoursPlease confirm, ING U.S.by signing and returning to us two (2) counterparts of this Agreement, INC. By: Name: Title: ING INSURANCE INTERNATIONAL, B.V. By: Name: Title: By: Name: Title: Accepted as of that the date hereof Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally Representatives are acting on behalf of themselves and the several Underwriters named in Schedule II hereto and that the foregoing correctly sets forth the agreement among the Company and the several Underwriters. Very truly yours, NEW YORK MORTGAGE TRUST, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Executive Officer Confirmed and accepted as of the date first above mentioned: XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Managing Director As Representative of the Several Underwriters named in Schedule I hereto SCHEDULE I Underwriter Underwriting Agreement dated May 8, 2019 Underwriters Number of Firm Shares To Be Securities to be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets 5,760,000 Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 3,060,000 Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. 3,060,000 X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC BNP Paribas 3,060,000 UBS Securities Corp. BNY Mellon Capital Markets, LLC Commerz Markets 3,060,000 Total 18,000,000 SCHEDULE 1(j) Entity Company Ownership Kiawah River View Investors LLC HSBC Securities (USA50.00 % SCHEDULE 1(xx) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & Company, Inc. The Xxxxxxxx Capital Group, L.P. Total: New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II SCHEDULE II Time of Sale ProspectusIssuer General-Use Free Writing Prospectus None. SCHEDULE III Pricing and Other Information 18,000,000 shares with an option to purchase up to 2,700,000 additional shares. The price per share for the Securities shall be, as to each investor, the price paid by such investor.

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. L, 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, ING U.S.McKESSON CORPORATION By: Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Senior Vice President, Treasurer Signature Page to the Underwriting Agreement The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. BOFA SECURITIES, INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: ING INSURANCE INTERNATIONAL, B.V. By: Name: Title: By: Name: Title: Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto XXXXXX XXXXXXX & CO. LLC By: Name: Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS Managing Director HSBC SECURITIES (USA) INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director Signature Page to the Underwriting Agreement SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx XxxxxxxxPrincipal Amount BofA Securities, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Commerz Markets LLC $ 110,000,000 HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. 110,000,000 X.X. Xxxxxx Securities LLC 82,500,000 Barclays Capital Inc. 18,750,000 Citigroup Global Markets Inc. 18,750,000 Xxxxxxx Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & CompanyLLC 18,750,000 Xxxxx Fargo Securities, LLC 18,750,000 BNP Paribas Securities Corp. 13,750,000 Deutsche Bank Securities Inc. 13,750,000 PNC Capital Markets LLC 13,750,000 Scotia Capital (USA) Inc. 13,750,000 TD Securities (USA) LLC 13,750,000 UniCredit Capital Markets LLC 13,750,000 U.S. Bancorp Investments, Inc. The Xxxxxxxx Capital Group, L.P. Total: 13,750,000 ING Financial Markets LLC 8,750,000 MUFG Securities Americas Inc. 8,750,000 NatWest Markets Securities Inc. 8,750,000 Total $ 500,000,000 SCHEDULE II Time of Sale ProspectusII

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. L, 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, ING U.S., McKESSON CORPORATION By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Senior Vice President and Treasurer Signature Page to the Underwriting Agreement The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: ING INSURANCE INTERNATIONAL, B.V. By: Name: Title: By: Name: Title: Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto XXXXXX XXXXXXX & CO. LLC By: Name: Title: XXXXXXX, SACHS & CO. By: Name: Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director Signature Page to the Underwriting Agreement SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Principal Amount Barclays Capital Inc. $ 75,000,000 Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. 75,000,000 Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets50,000,000 BofA Securities, Inc. 27,500,000 Xxxxxxx Xxxxx & Co. LLC Commerz Markets LLC 27,500,000 HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. 27,500,000 X.X. Xxxxxx X. Xxxxxxx & CompanySecurities LLC 27,500,000 BNP Paribas Securities Corp. 20,000,000 Deutsche Bank Securities Inc. 20,000,000 PNC Capital Markets LLC 20,000,000 Scotia Capital (USA) Inc. 20,000,000 TD Securities (USA) LLC 20,000,000 UniCredit Capital Markets LLC 20,000,000 U.S. Bancorp Investments, Inc. The 20,000,000 ING Financial Markets LLC 15,000,000 MUFG Securities Americas Inc. 15,000,000 NatWest Markets Securities Inc. 15,000,000 Xxxxxxx Xxxxxxxx Capital GroupXxxxx & Co., L.P. Total: LLC 5,000,000 Total $ 500,000,000 SCHEDULE II Time of Sale ProspectusII

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), the Underwriters Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the CompanyCompany and the Guarantor, which information may include the name and address addresses of their respective clients, as well as other information that will allow the Underwriters Initial Purchasers to properly identify their respective clients. (Signature page follows) If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Guarantor, and the several Initial Purchasers. Very truly yours, ING U.S.Company: ENLINK MIDSTREAM, INC. LLC By: EnLink Midstream Manager, LLC, its managing member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: ING INSURANCE INTERNATIONALExecutive Vice President and Chief Financial Officer Guarantor: ENLINK MIDSTREAM PARTNERS, B.V. LP By: EnLink Midstream GP, LLC, its general partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: By: Name: Title: Accepted Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date hereof specified in Schedule I hereto. BofA Securities, Inc. By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director For itself and the other several Initial Purchasers named in Schedule II to the foregoing Agreement. SCHEDULE I Purchase Agreement dated December 14, 2020 Representative: BofA Securities, Inc. Title, Purchase Price and Description of Securities: Title: 5.625% Senior Notes due 2028 Principal amount: $ 500,000,000 Purchase price (includes accrued interest or amortization, if any): $ 495,000,000 Closing Date, Time, and Location: December 17, 2020 at 10:00 a.m. at Xxxxxx Xxxxxxx & Co. LLC XxxxxxxXxxxxx L.L.P., Sachs & Co. 0000 Xxxxxx Xxxxxx, Suite 2500, Houston, Texas 77002 SCHEDULE II Initial Purchasers Principal Amount of Securities to be Purchased BofA Securities, Inc. $ 100,000,000 Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto XXXXXX XXXXXXX & CO. 62,500,000 X.X. Xxxxxx Securities LLC By: Name: Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. 62,500,000 PNC Capital Markets LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets 37,500,000 Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 25,000,000 Credit Suisse Securities (USA) LLC Deutsche Bank 25,000,000 Mizuho Securities USA LLC 25,000,000 MUFG Securities Americas Inc. X.X. Xxxxxx 25,000,000 Regions Securities LLC ING Financial Markets 25,000,000 TD Securities (USA) LLC Barclays Capital Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx25,000,000 Truist Securities, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. 25,000,000 Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets25,000,000 Comerica Securities, Inc. 12,500,000 Xxxxxxx Xxxxx & Associates, Inc. 12,500,000 U.S. Bancorp Investments, Inc. 12,500,000 Total $ 500,000,000 SCHEDULE III Operating Subsidiaries Entity Jurisdiction of Formation EnLink Midstream Partners, LP Delaware EnLink Midstream GP, LLC Commerz Markets Delaware EnLink Midstream Operating GP, LLC HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.pDelaware EnLink Midstream Operating, LP Delaware EnLink Midstream Holdings GP, LLC Delaware EnLink Midstream Holdings, LP Delaware EnLink Midstream Services, LLC Texas EnLink NGL Pipeline, LP Texas EnLink North Texas Gathering, LP Texas EnLink Oklahoma Gas Processing, LP Delaware XXX-STACK, LLC Delaware EnLink Energy GP, LLC Delaware Other Company Entities Entity Jurisdiction of Formation EnLink Midstream, LLC Delaware EnLink Midstream Manager, LLC Delaware SCHEDULE IV Pricing Supplement [See attached.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & Company] ENLINK MIDSTREAM, Inc. The Xxxxxxxx Capital Group, L.P. Total: SCHEDULE II Time of Sale ProspectusLLC Pricing Term Sheet

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), the Underwriters Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the CompanyCompany and the Subsidiary Guarantors, which information may include the name and address addresses of their respective clients, as well as other information that will allow the Underwriters Initial Purchasers to properly identify their respective clients. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, ING U.S.RANGE RESOURCES CORPORATION By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President and Chief Financial Officer RANGE RESOURCES-PINE MOUNTAIN, INC. RANGE RESOURCES-MIDCONTINENT, LLC RANGE PRODUCTION COMPANY, LLC RANGE RESOURCES-APPALACHIA, LLC RANGE RESOURCES – LOUISIANA, INC. RANGE LOUISIANA OPERATING, LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: ING INSURANCE INTERNATIONAL, B.V. Senior Vice President – Chief Financial Officer and Treasurer X.X. Xxxxxx Securities LLC For itself and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxxxx X’Xxxxxxx Name: Xxxxxxxxx X’Xxxxxxx Title: By: Name: Title: Accepted as of the date hereof Managing Director Schedule 1 Initial Purchaser Principal Amount X.X. Xxxxxx Xxxxxxx & Co. Securities LLC Xxxxxxx$ 87,000,000 BofA Securities, Sachs & Co. Inc. $ 36,000,000 Xxxxx Fargo Securities, LLC $ 36,000,000 Barclays Capital Inc. $ 15,000,000 BMO Capital Markets Corp. $ 15,000,000 Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto XXXXXX XXXXXXX & CO. LLC By: Name: Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 15,000,000 Credit Suisse Securities (USA) LLC Deutsche Bank $ 15,000,000 Mizuho Securities Inc. X.X. Xxxxxx Securities USA LLC ING Financial Markets LLC Barclays Capital Inc. $ 13,500,000 RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx$ 13,500,000 PNC Capital Markets LLC $ 12,000,000 Truist Securities, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Commerz Markets LLC HSBC $ 9,000,000 Credit Agricole Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & Company$ 6,000,000 MUFG Securities Americas Inc. $ 6,000,000 BBVA Securities Inc. $ 3,000,000 BOK Financial Securities, Inc. The Xxxxxxxx $ 3,000,000 SG Americas Securities, LLC $ 3,000,000 U.S. Bancorp Investments, Inc. $ 3,000,000 ABN AMRO Securities (USA) LLC $ 1,500,000 Capital GroupOne Securities, L.P. Total: SCHEDULE II Time Inc. $ 1,500,000 CIBC World Markets Corp. $ 1,500,000 Comerica Securities, Inc. $ 1,500,000 KeyBanc Capital Markets Inc. $ 1,500,000 Scotia Capital (USA) Inc. $ 1,500,000 Total $ 300,000,000 Annex A [Form of Sale ProspectusOpinion of Counsel for the Company]

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. Very truly yoursPlease confirm, ING U.S.by signing and returning to us two (2) counterparts of this Agreement, INC. By: Name: Title: ING INSURANCE INTERNATIONAL, B.V. By: Name: Title: By: Name: Title: Accepted as of that the date hereof Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally Representatives are acting on behalf of themselves and the several Underwriters named in Schedule II hereto and that the foregoing correctly sets forth the agreement among the Company and the several Underwriters. Very truly yours, NEW YORK MORTGAGE TRUST, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Executive Officer Confirmed and accepted as of the date first above mentioned: XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxx XxXxxxxxx Name: Xxxx XxXxxxxxx Title: XXXXXXX, SACHS & CO. Executive Director As Representative of the Several Underwriters named in Schedule I hereto Confirmed and accepted as of the date first above mentioned: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Managing Director As Representative of the Several Underwriters named in Schedule I hereto SCHEDULE I Underwriter Underwriting Agreement dated January 8, 2019 Underwriters Number of Firm Shares To Be Securities to be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 3,213,000 Credit Suisse Securities (USA) LLC 1,512,000 Barclays Capital Inc. 1,197,000 Deutsche Bank Securities Inc. 1,197,000 X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. RBC Capital MarketsSecurities, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. 1,197,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon 1,197,000 RBC Capital Markets, LLC Commerz Markets 1,197,000 UBS Securities LLC HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. 1,197,000 Xxxxxxx Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & CompanyAssociates, Inc. 693,000 Total 12,600,000 SCHEDULE 1(j) Entity Company Ownership Kiawah River View Investors LLC 50.00 % The Xxxxxxxx Capital GroupClusters, L.P. Total: LLC 38.67 % 36 SCHEDULE 1(xx) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2016-RP1, LLC NYMT Residential 2016-RP1, LLC NYMT Residential Tax 2016-RP1, LLC RB Commercial Trust Series 2012-RS1 SCHEDULE II Time Issuer General-Use Free Writing Prospectus None. SCHEDULE III Pricing and Other Information 12,600,000 shares at a public offering price of Sale Prospectus$5.96 per share with an underwriting discount of $0.16 per share with an option to purchase up to 1,890,000 additional shares at that same price and discount.

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), the Underwriters Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the CompanyCompany and the Subsidiary Guarantors, which information may include the name and address addresses of their respective clients, as well as other information that will allow the Underwriters Initial Purchasers to properly identify their respective clients. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, ING U.S.RANGE RESOURCES CORPORATION By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: SVP-CFO RANGE RESOURCES-PINE MOUNTAIN, INC. RANGE RESOURCES-MIDCONTINENT, LLC RANGE PRODUCTION COMPANY, LLC RANGE RESOURCES-APPALACHIA, LLC RANGE RESOURCES – LOUISIANA, INC. RANGE LOUISIANA OPERATING, LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: SVP-CFO & Treasurer BofA Securities, Inc. For itself and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. BOFA SECURITIES, INC. By: /s/ Xxxxx Xxxx-Xxx Name: Xxxxx Xxxx-Xxx Title: ING INSURANCE INTERNATIONALDirector Schedule 1 Initial Purchaser Principal Amount BofA Securities, B.V. By: Name: Title: By: Name: Title: Accepted as of the date hereof Inc. $ 137,500,000 X.X. Xxxxxx Xxxxxxx & Co. Securities LLC Xxxxxxx, Sachs & Co. 99,000,000 Xxxxx Fargo Securities 60,500,000 Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto XXXXXX XXXXXXX & CO. 33,000,000 BMO Capital Markets Corp. 27,500,000 Mizuho Securities USA LLC By: Name: Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets 27,500,000 Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 22,000,000 Credit Suisse Securities (USA) LLC Deutsche Bank 22,000,000 Natixis Securities Americas LLC 22,000,000 PNC Capital Markets LLC 22,000,000 ABN AMRO Securities (USA) LLC 11,000,000 BBVA Securities Inc. X.X. Xxxxxx 8,250,000 BOK Financial Securities, Inc. 8,250,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 8,250,000 Capital One Securities, Inc. 5,500,000 Credit Agricole Securities LLC ING Financial Markets LLC Barclays Capital (USA) Inc. 5,500,000 MUFG Securities Americas Inc. 5,500,000 RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo 5,500,000 SG Americas Securities, LLC BNP Paribas Securities 5,500,000 CIBC World Markets Corp. BNY Mellon 2,750,000 Comerica Securities, Inc. 2,750,000 Commonwealth Bank of Australia 2,750,000 KeyBanc Capital Markets, LLC Commerz Markets LLC HSBC Securities Inc. 2,750,000 Scotia Capital (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & 2,750,000 Total $ 550,000,000 Schedule 1 Annex A [Form of Opinion of Counsel for the Company, Inc. The Xxxxxxxx Capital Group, L.P. Total: SCHEDULE II Time of Sale Prospectus]

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing correctly sets forth the agreement between the Company and the Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, ING U.S.MOHAWK INDUSTRIES, INC. By: /s/ Xxxxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxx Title: ING INSURANCE INTERNATIONALVice President and Treasurer Accepted: BOFA SECURITIES, B.V. By: Name: Title: By: Name: Title: Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto XXXXXX XXXXXXX & CO. LLC By: Name: Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Senior Vice President SCHEDULE I Underwriter Number 1 Underwriters Aggregate Principal Amount of Firm Shares To Be the Notes to be Purchased BofA Securities, Inc. $ 85,000,000 X.X. Xxxxxx Securities LLC 85,000,000 U.S. Bancorp Investments, Inc. 85,000,000 Mizuho Securities USA LLC 42,500,000 PNC Capital Markets LLC 42,500,000 Xxxxx Fargo Securities, LLC. 42,500,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 17,500,000 BNP Paribas Securities Corp 35,000,000 UniCredit Capital Markets LLC 27,500,000 Barclays Capital Inc. 17,500,000 Xxxxxxx Sachs & Co. LLC Xxxxxxx10,000,000 KBC Securities USA LLC 10,000,000 Total $ 500,000,000 SCHEDULE 2 Filed pursuant to Rule 433 Registration Statement No. 333-238010 May 7, Sachs & Co. Citigroup Global Markets 2020 Pricing Term Sheet Mohawk Industries, Inc. Xxxxxxx Lynch$500,000,000 3.625% Senior Notes due 2030 Issuer Mohawk Industries, PierceInc. Issue of Notes 3.625% Senior Notes due 2030 Principal Amount $500,000,000 Trade Date May 7, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities 2020 Settlement Date* May 14, 2020 Maturity May 15, 2030 Interest Payment Dates May 15 and November 15, commencing November 15, 2020 Interest Rate 3.625% per annum Public Offering Price 99.883% Yield to Maturity 3.639% Benchmark Treasury 1.500% due February 15, 2030 Spread to Benchmark Treasury T + 300 bps Benchmark Treasury Price and Yield 108-04+ and 0.639% Make-whole Call T + 45 bps (USAat any time prior to February 15, 2030) LLC Deutsche Bank Securities Par Call At any time on or after February 15, 2030 CUSIP/ ISIN 608190 AL8 / US608190AL88 Schedule 2 - 1 Joint Book-Running Managers BofA Securities, Inc. X.X. Xxxxxx Securities LLC ING Financial U.S. Bancorp Investments, Inc. Mizuho Securities USA LLC PNC Capital Markets LLC Barclays Capital Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC Co-Managers Barclays Capital Inc. BNP Paribas Securities Corp. BNY Mellon Xxxxxxx Sachs & Co. LLC KBC Securities USA LLC UniCredit Capital Markets, LLC Commerz Markets LLC HSBC * We expect that delivery of the notes will be made against payment therefor on or about the closing date which will be on or about the fifth business day following the date of pricing of the notes (this settlement cycle being referred to as “T+5”). Under Rule 15c6-l of the Exchange Act, trades in the secondary market are generally required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to two business days before the date of delivery will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date of pricing or the next succeeding business day should consult their own advisor. 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, BofA Securities, Inc., X.X. Xxxxxx Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & CompanyLLC and U.S. Bancorp Investments, Inc. The Xxxxxxxx Capital Groupcan arrange to send you the prospectus if you request it by calling BofA Securities, L.P. Total: Inc. toll-free at 1-800-831-9146, X.X. Xxxxxx Securities LLC collect at 0-000-000-0000 or U.S. Bancorp Investments, Inc. toll-free at 0-000-000-0000. This pricing term sheet supplements the preliminary prospectus supplement issued by Mohawk Industries, Inc. dated May 7, 2020. SCHEDULE II Time of Sale 3 Issuer Free Writing Prospectus

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. L, 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, ING U.S., INC. McKESSON CORPORATION By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: ING INSURANCE INTERNATIONAL, B.V. By: Name: Title: By: Name: Title: Accepted Senior Vice President and Treasurer Signature Page to the Underwriting Agreement The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date hereof Xxxxxx first above written. BNP PARIBAS SECURITIES CORP. By: /s/ Xxxxxxxxx Xxxxxxx & Co. LLC XxxxxxxName: Xxxxxxxxx Xxxxxxx Title: Managing Director XXXXX FARGO SECURITIES, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Managing Director Signature Page to the Underwriting Agreement SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Principal Xxxxxx Xxxxxxx & Co. BNP Paribas Securities Corp. $ 100,000,000 Xxxxx Fargo Securities, LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse 100,000,000 TD Securities (USA) LLC 50,000,000 BofA Securities, Inc. 25,000,000 X.X. Xxxxxx Securities LLC 25,000,000 Barclays Capital Inc. 25,000,000 Citigroup Global Markets Inc. 25,000,000 Xxxxxxx Xxxxx & Co. LLC 25,000,000 Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Commerz Markets LLC 15,000,000 HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. 15,000,000 PNC Capital Markets LLC 15,000,000 Scotia Capital (USA) Inc. 15,000,000 Truist Securities, Inc. 15,000,000 U.S. Bancorp Investments, Inc. 15,000,000 ING Financial Markets LLC 10,000,000 SG Americas Securities, LLC 10,000,000 UniCredit Capital Markets LLC 10,000,000 Xxxxxx X. Xxxxxxx & Company, Inc. The Xxxxxxxx Capital Group, L.P. Total: 5,000,000 Total $ 500,000,000 SCHEDULE II Time of Sale ProspectusII

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), the Underwriters Purchasers are required to obtain, verify and record information that identifies their respective clients, including the CompanyCompany and the Guarantors, which information may include the name and address addresses of their respective clients, as well as other information that will allow the Underwriters Purchasers to properly identify their respective clients. If the foregoing is in accordance with the Purchasers’ understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between the Company, the Guarantors and the several Purchasers in accordance with its terms. Very truly yours, ING U.S.RENEWABLE ENERGY GROUP, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: ING INSURANCE INTERNATIONALPresident and Chief Executive Officer REG BIOFUELS, B.V. LLC REG MARKETING & LOGISTICS GROUP, LLC REG SERVICES GROUP, LLC REG SYNTHETIC FUELS, LLC REG LIFE SCIENCES, LLC REG VENTURES, LLC REG XXXXXXX, LLC REG HOUSTON, LLC REG DANVILLE, LLC REG XXXXXX XXX, LLC REG XXXXXX, LLC REG SENECA, LLC REG NEW BOSTON, LLC REG XXXXX CITY, LLC REG EMPORIA, LLC REG CLOVIS, LLC REG ATLANTA, LLC REG OKEECHOBEE, LLC REG GEISMAR, LLC REG GRAYS HARBOR, LLC REG MADISON, LLC REG FEEDSTOCK, LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President REG CAPITAL, LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Accepted President The foregoing Purchase Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Acting severally on behalf of themselves itself and as the Representative of the several Underwriters named in Schedule II hereto XXXXXX XXXXXXX & CO. LLC By: Name: Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Purchasers SCHEDULE I Underwriter Number A Purchaser Principal Amount of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Offered Securities Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx$ 253,000,000 BofA Securities, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, $ 99,000,000 Citigroup Global Markets Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. $ 99,000,000 Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Commerz Markets LLC HSBC Securities $ 99,000,000 Total $ 550,000,000 SCHEDULE B Issuer Free Writing Communications (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & Company, Inc. The Xxxxxxxx Capital Group, L.P. Total: SCHEDULE II Time of Sale Prospectusincluded in the General Disclosure Package)

Compliance with USA Patriot Act. In The parties hereto acknowledge that in accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, ING U.S.NORTHERN OIL AND GAS, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: ING INSURANCE INTERNATIONALChief Executive Officer Signature Page to Underwriting Agreement Accepted: RBC Capital Markets, B.V. By: Name: Title: By: Name: Title: Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC XxxxxxxLLC, Sachs & Co. Citigroup Global Markets Inc. Acting severally for itself and on behalf of themselves and the several Underwriters named listed in Schedule II hereto XXXXXX XXXXXXX & CO. LLC By: Name: Title: XXXXXXX, SACHS & CO1 hereto. By: /s/ J. Xxxxx Xxxxxxxxx Name: J. Xxxxx Xxxxxxxxx Title: CITIGROUP GLOBAL MARKETS INC. Managing Director Head of Global Energy Leveraged Finance Canaccord Genuity Inc., as qualified independent underwriter By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: SCHEDULE I Underwriter Number Managing Director Underwriters Aggregate Principal Amount of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. RBC Capital Markets, LLC $ 61,225,000 BMO Capital Markets Corp. 20,408,000 Scotia Capital (USA) Inc. 20,408,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx20,408,000 KeyBanc Capital Markets Inc. 12,245,000 U.S. Bancorp Investments, Inc. Xxxxxxx Xxxxx Financial 12,245,000 Capital One Southcoast, Inc. Sandler X’Xxxxx & Partners10,204,000 Canaccord Genuity Inc. 10,204,000 BB&T Capital Markets, X.X. Xxxxx Fargo a division of BB&T Securities, LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets6,122,000 BOSC, Inc. 6,122,000 ING Financial Markets LLC 6,122,000 X.X. Xxxxxx & Company 4,082,000 Global Hunter Securities, LLC Commerz Markets LLC HSBC 4,082,000 Santander Investment Securities Inc. 4,082,000 Macquarie Capital (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & Company, Inc. The Xxxxxxxx Capital Group, L.P. Total: SCHEDULE II Time of Sale Prospectus2,041,000 Total $ 200,000,000

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the CompanyCompany and the Guarantors, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters Initial Purchasers to properly identify their respective clients. [Signature Page Follows] If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Guarantors and the several Initial Purchasers in accordance with its terms. Very truly yours, ING U.S.THE CHEMOURS COMPANY THE CHEMOURS COMPANY THE CHEMOURS COMPANY FC, LLC CHEMFIRST INC. FIRST CHEMICAL CORPORATION FIRST CHEMICAL TEXAS, L.P. FT CHEMICAL, INC. FIRST CHEMICAL HOLDINGS, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: ING INSURANCE INTERNATIONAL, B.V. Senior Vice President and Chief Financial Officer Accepted: X.X. XXXXXX SECURITIES LLC Acting on behalf of itself and the several Initial Purchasers named in Schedule A hereto By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: By: Name: Title: Accepted as Managing Director SCHEDULE A INITIAL PURCHASERS Initial Purchasers Principal Amount of the date hereof Offered Securities to be Purchased X.X. Xxxxxx Xxxxxxx & Co. Securities LLC Xxxxxxx, Sachs & Co. $ 200,000,000 Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto XXXXXX XXXXXXX & CO. LLC By: Name: Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 80,000,000 Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. $ 72,000,000 RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, $ 72,000,000 Barclays Capital Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, $ 64,000,000 Deutsche Bank Securities Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, $ 56,000,000 TD Securities (USA) LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Commerz Markets LLC $ 56,000,000 HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & Company$ 48,000,000 BofA Securities, Inc. $ 40,000,000 Mizuho Securities USA LLC $ 40,000,000 Truist Securities, Inc. $ 40,000,000 BNP Paribas Securities Corp. $ 16,000,000 Citizens Capital Markets, Inc. $ 16,000,000 Total $ 800,000,000 SCHEDULE B GUARANTORS The Xxxxxxxx Capital GroupChemours Company FC, LLC ChemFirst Inc. First Chemical Corporation First Chemical Texas, L.P. Total: FT Chemical, Inc. First Chemical Holdings, LLC SCHEDULE II Time of Sale ProspectusC

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))) and the requirements of 31.C.F.R. §1010.230, the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. [Signature Pages Follow] If the foregoing letter is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, ING U.S., INC. PACKAGING CORPORATION OF AMERICA By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: ING INSURANCE INTERNATIONAL, B.V. By: Name: Title: By: Name: Title: Accepted Sr. VP – Finance and Controller [PCA – Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx Xxxxxxx & Co. first above written. DEUTSCHE BANK SECURITIES INC. XXXXX FARGO SECURITIES, LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf As Representatives of themselves and the several Underwriters named in listed on Schedule II hereto XXXXXX XXXXXXX & CO. LLC I By: Name: Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx By: /s/ Xxxx X. Xxxxxxxxxx Authorized Officer By: /s/ Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Authorized Officer By: Xxxxx Fargo Securities, LLC BNP Paribas By: /s/ Xxxxxxx Xxxxxx Authorized Officer [PCA – Underwriting Agreement] SCHEDULE I Schedule of Underwriters Underwriter Aggregate Principal Amount of Notes to be Purchased Deutsche Bank Securities Corp. BNY Mellon Capital MarketsInc. $ 104,000,000 Xxxxx Fargo Securities, LLC Commerz $ 104,000,000 BofA Securities, Inc. $ 34,000,000 Mizuho Securities USA LLC $ 34,000,000 U.S. Bancorp Investments, Inc. $ 34,000,000 BMO Capital Markets Corp. $ 18,000,000 Citigroup Global Markets Inc. $ 18,000,000 X.X. Xxxxxx Securities LLC $ 18,000,000 PNC Capital Markets LLC HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. $ 18,000,000 Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & CompanyCo., Inc. The Xxxxxxxx Capital Group, L.P. Total: LLC $ 18,000,000 Total $ 400,000,000 SCHEDULE II Time of Sale ProspectusII

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. Very truly yoursPlease confirm, ING U.S.by signing and returning to us two (2) counterparts of this Agreement, INC. By: Name: Title: ING INSURANCE INTERNATIONAL, B.V. By: Name: Title: By: Name: Title: Accepted as of that the date hereof Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally Representatives are acting on behalf of themselves and the several Underwriters named in Schedule II hereto and that the foregoing correctly sets forth the agreement among the Company and the several Underwriters. Very truly yours, NEW YORK MORTGAGE TRUST, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Executive Officer Confirmed and accepted as of the date first above mentioned: XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: XXXXXXX, SACHS & CO. Executive Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Director As Representatives of the Several Underwriters named in Schedule I hereto SCHEDULE I Underwriter Underwriting Agreement dated August 9, 2018 Underwriters Number of Firm Shares To Be Securities to be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 3,250,000 Credit Suisse Securities (USA) LLC 1,750,000 Barclays Capital Inc. 1,250,000 Deutsche Bank Securities Inc. 1,250,000 X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. RBC Capital MarketsSecurities, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. 1,250,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon 1,250,000 RBC Capital Markets, LLC Commerz Markets 1,250,000 UBS Securities LLC HSBC Securities (USA1,250,000 Total 12,500,000 SCHEDULE 1(j) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & CompanyEntity Company Ownership Kiawah River View Investors LLC 50.00 % The Clusters, Inc. The Xxxxxxxx Capital GroupLLC 38.67 % 34 SCHEDULE 1(xx) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2016-RP1, L.P. Total: LLC NYMT Residential 2016-RP1, LLC NYMT Residential Tax 2016-RP1, LLC RB Commercial Trust Series 2012-RS1 SCHEDULE II Time Issuer General-Use Free Writing Prospectus None. SCHEDULE III Pricing and Other Information 12,500,000 shares at a public offering price of Sale Prospectus$6.16 per share with an underwriting discount of $0.16 per share with an option to purchase up to 1,875,000 additional shares at that same price and discount.

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address addresses of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, ING U.S., INCHIRERIGHT HOLDINGS CORPORATION By Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: Name: Title: ING INSURANCE INTERNATIONAL, B.V. By: Name: Title: By: Name: Title: Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto XXXXXX XXXXXXX SACHS & CO. LLC By: Name: Title: XXXXXXX, SACHS & COActing on behalf of themselves and as the Representatives of the several Underwriters. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: SCHEDULE I A Underwriter Number of Shares of Firm Securities Number of Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated of Optional Securities Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC ING Financial Markets Xxxxxxx Xxxxx & Co. LLC Barclays Capital Inc. Xxxxxxxxx LLC RBC Capital Markets, LLC SunTrust Xxxxxxxx XxxxxxxxXxxxxx X. Xxxxx & Co. Incorporated Xxxxxxx Xxxxx & Company, L.L.C. KeyBanc Capital Markets Inc. Evercore Group L.L.C. XxxxxXxxxxx, Xxxxxxxx & XxxxxCompany, Incorporated. Truist Securities, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon Citizens Capital Markets, LLC Commerz Inc. SPC Capital Markets LLC HSBC Penserra Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx LLC X. Xxxxxxx & CompanyCo., LLC Xxxxxxx & Xxxx Investments, Inc. The Xxxxxxxx Capital Group, L.P. Total: Total SCHEDULE II Time B 1. General Use Free Writing Prospectuses (included in the General Disclosure Package) “General Use Issuer Free Writing Prospectus” includes each of Sale Prospectusthe following documents:

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the CompanyCompany and the Guarantors, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. [Signature Page Follows] If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Guarantors and the several Underwriters in accordance with its terms. Very truly yours, ING U.S.THE CHEMOURS COMPANY THE CHEMOURS COMPANY THE CHEMOURS COMPANY FC, LLC CHEMFIRST INC. FIRST CHEMICAL CORPORATION FIRST CHEMICAL TEXAS, L.P. FT CHEMICAL, INC. FIRST CHEMICAL HOLDINGS, LLC By: /s/ Sxxxxx Xxxxxx Name: /s/ Sxxxxx Xxxxxx Title: ING INSURANCE INTERNATIONAL, B.V. ByTreasurer Accepted: Name: Title: By: Name: Title: Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. CITIGROUP GLOBAL MARKETS INC. Acting severally on behalf of themselves itself and the several Underwriters named in Schedule II A hereto XXXXXX XXXXXXX & CO. LLC By: /s/ Txxxxx Xxxx Name: Txxxxx Xxxx Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Managing Director SCHEDULE I Underwriter Number A UNDERWRITERS Underwriters Principal Amount of Firm Shares To Be Offered Securities to be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, € 112,500,000.00 J.X. Xxxxxx & Xxxxx Incorporated Securities plc € 67,500,000.00 Barclays Bank PLC € 42,750,000.00 Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Commerz Markets LLC € 38,250,000.00 HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & Company€ 36,000,000.00 RBC Europe Limited € 36,000,000.00 Mxxxxxx Lxxxx International € 22,500,000.00 Deutsche Bank Securities Inc. € 22,500,000.00 Mizuho International plc € 22,500,000.00 TD Securities (USA) LLC € 22,500,000.00 SunTrust Rxxxxxxx Xxxxxxxx, Inc. € 9,000,000.00 BNP Paribas € 9,000,000.00 Citizens Capital Markets, Inc. € 9,000,000.00 Total € 450,000,000.00 SCHEDULE B GUARANTORS The Xxxxxxxx Capital GroupChemours Company FC, LLC ChemFirst Inc. First Chemical Corporation First Chemical Texas, L.P. Total: FT Chemical, Inc. First Chemical Holdings, LLC SCHEDULE II Time of Sale ProspectusC

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, ING U.S.AGILENT TECHNOLOGIES, INC. By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: ING INSURANCE INTERNATIONAL, B.V. By: Name: Title: By: Name: Title: Vice President and Treasurer Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. BARCLAYS CAPITAL INC. CITIGROUP GLOBAL MARKETS INC. and X.X. XXXXXX SECURITIES LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf As Representatives of themselves and the several Underwriters named listed in Schedule II hereto XXXXXX XXXXXXX & CO1 hereto. LLC By: Name: Title: XXXXXXX, SACHS & COBARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: SCHEDULE I Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director Schedule 1 Underwriter Number Principal Amount of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Securities Barclays Capital Inc. $ 221,000,000 Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, 221,000,000 X.X. Xxxxxx & Xxxxx Incorporated Securities LLC 221,000,000 BNP Paribas Securities Corp. 51,000,000 MUFG Securities Americas Inc. 51,000,000 Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Commerz Markets LLC 25,500,000 HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & Company, 25,500,000 KeyBanc Capital Markets Inc. The Xxxxxxxx Capital Group, L.P. Total: SCHEDULE II 25,500,000 Penserra Securities LLC 8,500,000 Total $ 850,000,000 Annex A Time of Sale ProspectusInformation Free Writing Prospectus (consisting of a pricing term sheet substantially in the form of Annex B hereto) dated March 3, 2021. Annex B Filed Pursuant to Rule 433 Registration No. 333-233593 Issuer Free Writing Prospectus dated March 3, 2021 Relating to Preliminary Prospectus Supplement dated March 3, 2021 Agilent Technologies, Inc. Pricing Term Sheet

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001), as amended), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address addresses of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, ING U.S., INC. TransAlta Corporation By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: ING INSURANCE INTERNATIONALVice President, B.V. Legal and Corporate Secretary By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: By: Name: Title: Accepted Senior Vice President, M&A, Strategy and Treasurer [Signature Page to Underwriting Agreement] The foregoing Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx first above written. RBC Capital Markets, LLC By: /s/ Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf of themselves Xxxx Name: Xxxxxxx Xxxx Title: Managing Director For itself and the other several Underwriters named in Schedule II hereto XXXXXX XXXXXXX & COI to the foregoing Agreement. Schedule I Underwriters Principal Amount of Securities to be Purchased RBC Capital Markets, LLC By: Name: Title: XXXXXXXUS$ 100,000,000.00 CIBC World Markets Corp. US$ 64,000,000.00 BofA Securities, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Inc. US$ 12,000,000.00 Scotia Capital (USA) Inc. US$ 52,000,000.00 BMO Capital Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Corp. US$ 32,000,000.00 TD Securities (USA) LLC Deutsche US$ 32,000,000.00 National Bank of Canada Financial Inc. US$ 32,000,000.00 MUFG Securities Americas Inc. US$ 20,000,000.00 Xxxxxxxxxx Securities Inc. X.X. Xxxxxx US$ 20,000,000.00 ATB Capital Markets Inc. US$ 20,000,000.00 Mizuho Securities USA LLC ING Financial US$ 12,000,000.00 Loop Capital Markets LLC Barclays Capital Inc. RBC Capital MarketsUS$ 4,000,000.00 Total US$ 400,000,000.00 Schedule II Schedule of Free Writing Prospectuses included in the Disclosure Package: Final Term Sheet dated November 14, LLC SunTrust Xxxxxxxx Xxxxxxxx2022 (in the form of Schedule III hereto) Schedule III TransAlta Corporation Pricing Term Sheet This pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement, Inc. Evercore Group L.L.C. Xxxxxdated November 14, Xxxxxxxx & Xxxxx2022 (the “Preliminary Prospectus Supplement”). The information in this pricing term sheet supplements the Preliminary Prospectus Supplement and updates and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Terms used and not defined herein have the meanings assigned in the Preliminary Prospectus Supplement. Issuer: TransAlta Corporation Security Type: SEC-registered green senior unsecured notes Size/Gross Proceeds: US$400,000,000 Maturity: November 15, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners2029 Coupon: 7.750% per annum, X.X. Xxxxx Fargo Securitiespayable semi-annually Price: 100%, LLC BNP Paribas Securities Corp. BNY Mellon Capital Marketsplus accrued interest, LLC Commerz Markets LLC HSBC Securities if any from November 17, 2022 Yield to Maturity: 7.750% Spread: + 390.5 basis points Benchmark Treasury: UST 1.750% due November 15, 2029 Treasury Yield: 3.845% Trade Date: November 14, 2022 Settlement: November 17, 2022 (USAT+3) Inc. Mediobanca – Banca di Credito Finanziario S.pWe expect that delivery of the Notes will be made to investors on or about November 17, 2022, which will be the third business day following the date of this Prospectus Supplement (such settlement being referred to as “T+3”). Under Rule 15c6-1 under the U.S. Exchange Act, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the delivery of the Notes hereunder may be required, by virtue of the fact that the Notes initially settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of Notes who wish to trade Notes prior to their date of delivery hereunder should consult their advisors.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & Company, Inc. The Xxxxxxxx Capital Group, L.P. Total: SCHEDULE II Time of Sale Prospectus

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, ING U.S.AGILENT TECHNOLOGIES, INC. By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: ING INSURANCE INTERNATIONALVice President, B.V. By: Name: Title: By: Name: Title: Treasurer [Signature Page to Underwriting Agreement] Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. BARCLAYS CAPITAL INC., X.X. XXXXXX SECURITIES LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf and MUFG SECURITIES AMERICAS INC. As Representatives of themselves and the several Underwriters named listed in Schedule II hereto XXXXXX XXXXXXX & CO1 hereto. LLC By: Name: Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS BARCLAYS CAPITAL INC. By: /s/ E. Xxxx Xxxxxxxxx III Name: E. Xxxx Xxxxxxxxx III Title: SCHEDULE I Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director Schedule 1 Underwriter Number Principal Amount of Firm Shares To Be Purchased Securities Barclays Capital Inc. $ 140,000,000 X.X. Xxxxxx Xxxxxxx & Co. Securities LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets 140,000,000 MUFG Securities Americas Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 140,000,000 Academy Securities Inc. 20,000,000 Credit Suisse Securities (USA) LLC Deutsche Bank 20,000,000 HSBC Securities (USA) Inc. 20,000,000 KeyBanc Capital Markets Inc. 20,000,000 Total $ 500,000,000 Annex A Time of Sale Information Free Writing Prospectus (consisting of a pricing term sheet substantially in the form of Annex B hereto) dated September 5, 2019. Annex B Filed Pursuant to Rule 433 Registration No. 333-233593 Issuer Free Writing Prospectus dated September 5, 2019 Relating to Preliminary Prospectus Supplement dated September 5, 2019 Agilent Technologies, Inc. Pricing Term Sheet 2.750% Senior Notes due 2029 Issuer: Agilent Technologies, Inc. Principal Amount: $500,000,000 Security Type: Senior Notes Maturity Date: September 15, 2029 Coupon: 2.750% Price to Public: 99.316% Yield to Maturity: 2.829% Spread to Benchmark Treasury: +127 basis points Benchmark Treasury: 1.625% due August 15, 2029 Benchmark Treasury Price and Yield: 100-19+;1.559% Interest Payment Dates: March 15 and September 15, commencing March 15, 2020 Make-Whole Call: Prior to June 15, 2029, the greater of par and redemption price at Treasury +20 basis points Par Call: On or after June 15, 2029 Trade Date: September 5, 2019 Settlement Date*: September 16, 2019 (T+7) Denominations: $2,000 x $1,000 CUSIP / ISIN: 00000XXX0 / US00846UAL52 Ratings**: Baa2 by Xxxxx’x Investors Service, Inc. BBB+ by Standard & Poor’s Ratings Services BBB+ by Fitch Ratings Joint Book-Running Managers: Barclays Capital Inc. X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital MUFG Securities Americas Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx XxxxxxxxCo-Managers: Academy Securities, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC BNP Paribas Credit Suisse Securities Corp. BNY Mellon Capital Markets, LLC Commerz Markets (USA) LLC HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.pKeyBanc Capital Markets Inc. * Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the second business day preceding the settlement date will be required, by virtue of the fact that the notes initially settle in T+7, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors. ** Note: A securities rating is not a recommendation to buy, sell or hold securities and is 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 Annex B issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting Barclays Capital Inc. toll-free at 0-000-000-0000, X.X. Xxxxxx Securities LLC at 0-000-000-0000 or MUFG Securities Americas Inc. toll-free at 0-000-000-0000. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. Annex C Investor presentation of the Company used for investor meetings on September 4, 2019.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & Company, Inc. The Xxxxxxxx Capital Group, L.P. Total: SCHEDULE II Time of Sale Prospectus

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, ING U.S.XXXX CORPORATION, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: ING INSURANCE INTERNATIONAL, B.V. By: Name: Title: By: Name: Title: Accepted Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto XXXXXX XXXXXXX & CO. LLC By: Name: Title: XXXXXXX, SACHS & COspecified above. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Managing Director For itself and the other several Underwriters named in Schedule I to the foregoing Agreement. By: DEUTSCHE BANK SECURITIES INC. As the Independent Underwriter By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director SCHEDULE I Underwriter Number Principal Amount of Firm Shares To Be Offered Securities to be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. $ 137,500,000.00 X.X. Xxxxxx Securities LLC $ 82,500,000.00 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse $ 71,500,000.00 Xxxxx Fargo Securities, LLC $ 71,500,000.00 PNC Capital Markets LLC $ 60,500,000.00 SMBC Nikko Securities America, Inc. $ 44,000,000.00 Scotia Capital (USA) LLC $ 33,000,000.00 MUFG Securities Americas Inc. $ 16,500,000.00 Deutsche Bank Securities Inc. $ 16,500,000.00 TD Securities (USA) LLC Deutsche Bank Securities $ 16,500,000.00 TOTAL: $ 550,000,000 SCHEDULE II SIGNIFICANT SUBSIDIARIES OF XXXX CORPORATION Significant Subsidiary Shareholders/Members Blue Cube Holding LLC Blue Cube Spinco LLC Blue Cube Holdings C.V. Blue Cube International Holdings LLC Blue Cube Holding LLC Blue Cube Intermediate Holding 1 LLC Blue Cube Holdings C.V. Blue Cube International Holdings LLC Blue Cube Spinco LLC Blue Cube Operations LLC Blue Cube Holding LLC Blue Cube Spinco LLC Xxxx Corporation Nedastra International C.V. Blue Cube Intermediate Holding 2 LLC Blue Cube Intermediate Holding 1 LLC Olin Sunbelt, Inc. X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Xxxx Corporation Olin Sunbelt II, Inc. RBC Capital MarketsXxxx Corporation Olin Chlorine 7, LLC SunTrust Xxxxxxxx XxxxxxxxBlue Cube Holding LLC Sunbelt Chlor Alkali Partnership Olin Sunbelt, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & XxxxxXxxx Sunbelt II, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Commerz Markets LLC HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & CompanyXxxx Corporation Winchester Ammunition, Inc. The Xxxxxxxx Capital Group, L.P. Total: Xxxx Corporation SCHEDULE II Time of Sale ProspectusIII [See attached] SCHEDULE IV CERTAIN XXXX CORPORATION DEBT AGREEMENTS

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, ING U.S.AGILENT TECHNOLOGIES, INC. By: /s/ Xxxxxxxxx Xxxxxxx Name: :Xxxxxxxxx Xxxxxxx Title: ING INSURANCE INTERNATIONAL, B.V. By: Name: Title: By: Name: Title: Vice President and Treasurer Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. BOFA SECURITIES, INC., MIZUHO SECURITIES USA LLC Xxxxxxxand XXXXX FARGO SECURITIES, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf LLC As Representatives of themselves and the several Underwriters named listed in Schedule II hereto XXXXXX XXXXXXX & CO1 hereto. LLC By: Name: Title: XXXXXXXBOFA SECURITIES, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Managing Director MIZUHO SECURITIES USA LLC By: /s/ Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxxxxxxx Name: Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. RBC Capital MarketsXxxxxxxxxxx Title: Vice President XXXXX FARGO SECURITIES, LLC SunTrust Xxxxxxxx XxxxxxxxBy: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director Schedule 1 Underwriter Principal Amount of Securities BofA Securities, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. $ 140,000,000 Mizuho Securities USA LLC 140,000,000 Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets140,000,000 Academy Securities, LLC Commerz Markets LLC Inc. 20,000,000 HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & Company, 20,000,000 KeyBanc Capital Markets Inc. The Xxxxxxxx Capital Group, L.P. Total: SCHEDULE II 20,000,000 Penserra Securities LLC 20,000,000 Total $ 500,000,000 Annex A Time of Sale ProspectusInformation Free Writing Prospectus (consisting of a pricing term sheet substantially in the form of Annex B hereto) dated June 1, 2020. Annex B Filed Pursuant to Rule 433 Registration No. 333-233593 Issuer Free Writing Prospectus dated June 1, 2020 Relating to Preliminary Prospectus Supplement dated June 1, 2020 Agilent Technologies, Inc. Pricing Term Sheet

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters Initial Purchasers to properly identify their respective clients. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ING U.S.OSHKOSH CORPORATION By: /s/ R. Xxxxx Xxxxxxxx R. Xxxxx Xxxxxxxx Senior Vice President and Treasurer JLG INDUSTRIES, INC. McNEILUS FINANCIAL, INC. OSHKOSH AIRPORT PRODUCTS, LLC OSHKOSH COMMERCIAL PRODUCTS, LLC OSHKOSH DEFENSE, LLC XXXXXX MANUFACTURING INC., as Guarantors By: Name: Title: ING INSURANCE INTERNATIONAL, B.V. By: Name: Title: By: Name: Title: Accepted /s/ R. Xxxxx Xxxxxxxx R. Xxxxx Xxxxxxxx Senior Vice President and Treasurer The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date hereof Xxxxxx Xxxxxxx first above written. XXXXXXX LYNCH, PIERCE, XXXXXX & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. XXXXX INCORPORATED Acting severally on behalf of themselves itself and as the Representative of the other several Underwriters named in Schedule II hereto XXXXXX XXXXXXX & CO. LLC Initial Purchasers By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Director SCHEDULE I Underwriter Number A Initial Purchasers Aggregate Principal Amount of Firm Shares To Be Notes to be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. $ 65,006,000 X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital 45,000,000 RBS Securities Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. 45,000,000 Xxxxx Fargo Securities, LLC BNP Paribas 45,000,000 Credit Agricole Securities Corp. BNY Mellon Capital Markets, LLC Commerz Markets LLC (USA) Inc. 7,142,000 HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxxxx & Company7,142,000 PNC Capital Markets LLC 7,142,000 SMBC Nikko Securities America, Inc. The 7,142,000 SunTrust Xxxxxxxx Capital GroupXxxxxxxx, L.P. Total: Inc. 7,142,000 TD Securities (USA) LLC 7,142,000 U.S. Bancorp Investments, Inc. 7,142,000 Total $ 250,000,000 SCHEDULE II Time B Significant Subsidiaries Xxxxxx International, Inc. JLG Industries, Inc. JLG Equipment Services, Inc. Oshkosh Defense, LLC EXHIBIT A [Form of Sale ProspectusOpinion of Xxxxx & Lardner LLP]

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the CompanyCompany and the Guarantors, which information may include the name and address addresses of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. 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 Guarantors in accordance with its terms. Very truly yours, ING U.S.XXXXXXX-XXXXXX, INC. , as Company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer [Signature Page to Underwriting Agreement] XXXXXXX-XXXXXX HOLDINGS, INC. , as Parent By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer K-W Properties, a California corporation KW BASGF II Manager, LLC, a Delaware limited liability company KWF Investors I, LLC, a Delaware limited liability company Xxxxxxx Xxxxxx Overseas Investments, Inc., a Delaware corporation SG KW Venture I Manager LLC, a Delaware limited liability company KW Summer House Manager, LLC, a Delaware limited liability company KW Montclair, LLC, a Delaware limited liability company KW Serenade Manager, LLC, a Delaware limited liability company X-X Xxxxxxxx Inc., a California corporation XX Xxxxxxx Manager, LLC, a Delaware limited liability company Xxxxxxxxxx Ranch Aina LLC, a Delaware limited liability company 68-540 Xxxxxxxxxx, LLC, a Delaware limited liability company XX Xxxxxxxxxx Aina LLC, a Delaware limited liability company Xxxxxxx Xxxxxx Fund Management Group, LLC, a California limited liability company Xxxxxxx-Xxxxxx International, a California corporation Xxxxxxx-Xxxxxx Tech Ltd., a California corporation KWP Financial I, a California corporation Xxxxxxx Xxxxxx Auction Group Inc., a California corporation KWF Manager IV, LLC, a Delaware limited liability company KW Ireland, LLC, a Delaware limited liability company Xxxxxxx Xxxxxx Real Estate Sales & Marketing, a California corporation KWF Investors IV, LLC, a Delaware limited liability company Santa Xxxxx Land Partners Manager, LLC, a Delaware limited liability company KW Investment Adviser, LLC, a Delaware limited liability company Xxxxxxx-Xxxxxx Capital, a California corporation KWF Investors VII, LLC, a Delaware limited liability company KWF Manager VII, LLC, a Delaware limited liability company KW Residential Capital, LLC, a Delaware limited liability company KW Boise Plaza, LLC, a Delaware limited liability company KW EU Loan Partners II, LLC, a Delaware limited liability company XX Xxxxxxxxxx LLC, a Delaware limited liability company KW 5200 Lankershim Manager, LLC, a Delaware limited liability company KWF Manager X, LLC, a Delaware limited liability company KWF Manager XI, LLC, a Delaware limited liability company KWF Manager XII, LLC, a Delaware limited liability company KW Real Estate Venture XIII, LLC, a Delaware limited liability company KWF Manager XIII, LLC, a Delaware limited liability company KW EU Loan Partners III, LLC, a Delaware limited liability company KW EU Investors I, LLC, a Delaware limited liability company KW Richfield Plaza, LLC, a Delaware limited liability company XX Xxxxxxx Square Shopping Center, LLC, a Delaware limited liability company KW Creekview Shopping Center, LLC, a Delaware limited liability company KW Securities, LLC, a Delaware limited liability company KW Victory Land Loan, LLC, a Delaware limited liability company KW Victory Plaza Loan, LLC, a Delaware limited liability company Country Ridge IX, LLC, a Delaware limited liability company KW EU Investors VIII, LLC, a Delaware limited liability company KW Park Santa Fe, LLC, a Delaware limited liability company [Signature Page to Underwriting Agreement] KW Cypress, LLC, a Delaware limited liability company KW Tacoma Condos, LLC, a Delaware limited liability company KW Desert Ramrod Sponsor, LLC, a Delaware limited liability company KW 9350 Civic Center Drive, LLC, a Delaware limited liability company XX Xxxxxx Yard 55, LLC, a Delaware limited liability company KW Red Cliff Shopping Center, LLC, a Delaware limited liability company KW Holiday Village Shopping Center, LLC, a Delaware limited liability company KW Hilltop Manager II, LLC, a Delaware limited liability company XX Xxxxxxx Investors, LLC, a Delaware limited liability company KW One Xxxxxx Way GP, LLC, a Delaware limited liability company KW Riverdale and 36, LLC, a Delaware limited liability company KW 400 California Member, LLC, a Delaware limited liability company KW CIG Management Services, LLC, a Delaware limited liability company KW Xxxxx Xxxx Sponsor, LLC, a Delaware limited liability company KW Hanover Quay, LLC, a Delaware limited liability company Xxxxxxx Xxxxxx Property Equity VI, LLC, a Delaware limited liability company Xxxxxxx Xxxxxx Property Services VI, LLC, a Delaware limited liability company KW LV 3 Sponsor, LLC, a Delaware limited liability company KW NB LLC, a Delaware limited liability company XX Xxxxxxxxx Land, LLC, a Delaware limited liability company KW 2013EE LLC, a Delaware limited liability company KW EU PRS Investor, LLC, a Delaware limited liability company KW Rosewood Premiere, LLC, a Delaware limited liability company KW River Pointe Premier, LLC, a Delaware limited liability company XX Xxxxxx Springs, a Delaware limited liability company KW Quebec Participant, LLC, a Delaware limited liability company KW Quebec Asset Manager, LLC, a Delaware limited liability company KW Real Estate II Equity, LLC, a Delaware limited liability company KW Real Estate II Carry, LLC, a Delaware limited liability company KW Real Estate II GP, LLC, a Delaware limited liability company KW Sunset CP Participant, LLC, a Delaware limited liability company KW Sunset CP Asset Manager, LLC, a Delaware limited liability company KW XX Xxxx Hills Participant, LLC, a Delaware limited liability company KW XX Xxxx Hills Asset Manager, LLC, a Delaware limited liability company XX Xxxxxx Road, LLC, a Delaware limited liability company KW Seattle Office Portfolio GP, LLC, a Delaware limited liability company KW CDO Investor, LLC, a Delaware limited liability company XX Xxxxxxxx Landing—Land, LLC, a Delaware limited liability company KW Rancho Mirage Loan, LLC, a Delaware limited liability company KW Sunset North LLC, a Delaware limited liability company KW Heights Investor, LLC, a Delaware limited liability company XX Xxxxxxxxxx Point Loan, LLC, a Delaware limited liability company KW Pacifica, LLC, a Delaware limited liability company KW Riverwalk, LLC, a Delaware limited liability company KW ABQ, LLC, a Delaware limited liability company KW F5 Tower, LLC, a Delaware limited liability company KW Manhattan Beach Studio Loan, LLC, a Delaware limited liability company XX Xxxxxx State Tower Loan, LLC, a Delaware limited liability company KW RockVue, LLC, a Delaware limited liability company [Signature Page to Underwriting Agreement] KW South Main Station, LLC, a Delaware limited liability company KWF Manager, LLC, a Delaware limited liability company KW Residences at Harvard, LLC, a Delaware limited liability company XX Xxxxxxx Place, LLC, a Delaware limited liability company KW The Press, LLC, a Delaware limited liability company XX Xxxxxxx-Xxxxxxx Campus, LLC, a Delaware limited liability company KW 50 West, LLC, a Delaware limited liability company KW Kohanaiki, LLC, a Delaware limited liability company KW EU Capital 2, LLC, a Delaware limited liability company KW EU Capital 3, LLC, a Delaware limited liability company KW 000xx Xxxxxx Lofts, LLC, a Delaware limited liability company XX Xxxxxx Parc Villagio, LLC, a Delaware limited liability company [Signature Page to Underwriting Agreement] as Subsidiary Guarantors By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Person [Signature Page to Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: BOFA SECURITIES, INC. By: Name: Title: ING INSURANCE INTERNATIONAL, B.V. By: Name: Title: By: Name: Title: Accepted /s/ Xxxxxx X. Xxxxxxx Authorized Signatory For itself and as Representative of the date hereof Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several other Underwriters named in Schedule II hereto XXXXXX XXXXXXX & COA hereto. SCHEDULE A The initial public offering price of the 2029 Securities shall be 100.00% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The initial public offering price of the 2031 Securities shall be 100.00% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The purchase price to be paid by the Underwriters for the 2029 Securities shall be 98.75% of the principal amount thereof. The purchase price to be paid by the Underwriters for the 2031 Securities shall be 98.75% of the principal amount thereof. Name of Underwriter Principal Amount of 2029 Securities Principal Amount of 2031 Securities BofA Securities, Inc. $ 162,500,000 $ 162,500,000 X.X. Xxxxxx Securities LLC By: Name: Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC 125,000,000 125,000,000 Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx56,250,000 56,250,000 U.S. Bancorp Investments, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx56,250,000 56,250,000 Fifth Third Securities, Inc. 50,000,000 50,000,000 Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Commerz Markets LLC HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx Sachs & Co. Xxxxxx X. Xxxxxxx & Company, LLC 25,000,000 25,000,000 BBVA Securities Inc. The Xxxxxxxx Capital Group, L.P. Total: 25,000,000 25,000,000 Total $ 500,000,000 $ 500,000,000 SCHEDULE II Time of Sale ProspectusB Issuer General Use Free Writing Prospectuses Final Term Sheet Exhibit A FORM OF OPINION OF COMPANY’S AND GUARANTORS’ COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the CompanyIssuers, which information may include the name and address addresses of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, ING U.S.CHARTER COMMUNICATIONS OPERATING, INC. LLC, as an Issuer By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: ING INSURANCE INTERNATIONALExecutive Vice President, B.V. Corporate Finance & Development CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., as an Issuer By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Executive Vice President, Corporate Finance & Development CCO HOLDINGS, LLC, as a Guarantor By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Executive Vice President, Corporate Finance & Development THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE II HERETO, as Guarantors By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Executive Vice President, Corporate Finance & Development Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf of themselves itself and the several Underwriters named in Schedule II hereto XXXXXX XXXXXXX & COI hereto. LLC By: Name: Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC By: /s/ Cxxxxxxxxxx Xxxxxx Name: Cxxxxxxxxxx Xxxxxx Title: Managing Director Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. J.X. Xxxxxx Securities LLC By: /s/ Som Bxxxxxxxxxxxx Name: Som Bxxxxxxxxxxxx Title: Executive Director Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. Mxxxxx Sxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director SCHEDULE I Underwriters Aggregate Principal Amount of 2041 Notes to be Purchased Aggregate Principal Amount of 2052 Notes to be Purchased Aggregate Principal Amount of 2061 Notes to be Purchased Credit Suisse Securities (USA) LLC 135,000,000 $ 90,000,000 $ 45,000,000 J.X. Xxxxxx Securities LLC 135,000,000 $ 90,000,000 $ 45,000,000 Mxxxxx Sxxxxxx & Co. LLC 135,000,000 $ 90,000,000 $ 45,000,000 Citigroup Global Markets Inc. $ 90,000,000 $ 60,000,000 $ 30,000,000 Deutsche Bank Securities Inc. X.X. Xxxxxx $ 90,000,000 $ 60,000,000 $ 30,000,000 Mizuho Securities USA LLC ING Financial Markets LLC Barclays Capital Inc. $ 90,000,000 $ 60,000,000 $ 30,000,000 RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx$ 90,000,000 $ 60,000,000 $ 30,000,000 BofA Securities, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx $ 75,000,000 $ 50,000,000 $ 25,000,000 Gxxxxxx Sachs & Xxxxx, Co. LLC $ 75,000,000 $ 50,000,000 $ 25,000,000 MUFG Securities Americas Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx $ 75,000,000 $ 50,000,000 $ 25,000,000 TD Securities (USA) LLC $ 75,000,000 $ 50,000,000 $ 25,000,000 Wxxxx Fargo Securities, LLC $ 75,000,000 $ 50,000,000 $ 25,000,000 Barclays Capital Inc. $ 45,000,000 $ 30,000,000 $ 15,000,000 BNP Paribas Securities Corp. BNY Mellon $ 45,000,000 $ 30,000,000 $ 15,000,000 Scotia Capital Markets(USA) Inc. $ 45,000,000 $ 30,000,000 $ 15,000,000 SMBC Nikko Securities America, LLC Commerz Markets LLC HSBC Inc. $ 45,000,000 $ 30,000,000 $ 15,000,000 Truist Securities, Inc. $ 45,000,000 $ 30,000,000 $ 15,000,000 Credit Agricole Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. Xxxxx Xxxxxxx $ 30,000,000 $ 20,000,000 $ 10,000,000 U.S. Bancorp Investments, Inc. $ 30,000,000 $ 20,000,000 $ 10,000,000 AmeriVet Securities, Inc. $ 15,000,000 $ 10,000,000 $ 5,000,000 C.X. Xxxx & Co. Xxxxxx Associates, Inc. $ 15,000,000 $ 10,000,000 $ 5,000,000 LionTree Advisors LLC $ 15,000,000 $ 10,000,000 $ 5,000,000 Sxxxxx X. Xxxxxxx & Company, Inc. The $ 15,000,000 $ 10,000,000 $ 5,000,000 Sxxxxxx Xxxxxxxx Capital GroupShank & Co., L.P. Total: LLC $ 15,000,000 $ 10,000,000 $ 5,000,000 Total $ 1,500,000,000 $ 1,000,000,000 $ 500,000,000 SCHEDULE II SUBSIDIARY GUARANTORS Bresnan Broadband Holdings, LLC CCO NR Holdings, LLC Charter Advanced Services (MO), LLC Charter Communications VI, L.L.C. Charter Communications, LLC Charter Distribution, LLC Charter Leasing Holding Company, LLC Charter Procurement Leasing, LLC DukeNet Communications, LLC Marcus Cable Associates, L.L.C. Spectrum Advanced Services, LLC Spectrum Gulf Coast, LLC Spectrum Mid-America, LLC Spectrum Mobile, LLC Spectrum Mobile Equipment, LLC Spectrum New York Metro, LLC Spectrum NLP, LLC Spectrum Northeast, LLC Spectrum Oceanic, LLC Spectrum Originals, LLC Spectrum Originals Development, LLC Spectrum Pacific West, LLC Spectrum Reach, LLC Spectrum RSN, LLC Spectrum Security, LLC Spectrum Southeast, LLC Spectrum Sunshine State, LLC Spectrum TV Essentials, LLC Spectrum Wireless Holdings, LLC TC Technology LLC Time of Sale ProspectusWarner Cable Enterprises LLC Time Warner Cable, LLC TWC Administration LLC TWC Communications, LLC TWC SEE Holdco LLC ANNEX A

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. L, 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, ING U.S., INC. McKESSON CORPORATION By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: ING INSURANCE INTERNATIONAL, B.V. By: Name: Title: By: Name: Title: Accepted Senior Vice President and Treasurer [Signature Page to the Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date hereof Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto XXXXXX XXXXXXX & COfirst above written. LLC By: Name: Title: XXXXXXX, SACHS & CO. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director HSBC SECURITIES (USA) INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director [Signature Page to the Underwriting Agreement] SCHEDULE I Underwriter Number Principal Amount of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. Notes Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC ING Financial Markets LLC Barclays Capital Inc. RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Evercore Group L.L.C. Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx Financial Inc. Sandler X’Xxxxx & Partners, X.X. Xxxxx Fargo Securities, LLC BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Commerz Markets LLC $100,000,000 HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. 100,000,000 U.S. Bancorp Investments, Inc. 72,500,000 BofA Securities, Inc. 25,000,000 X.X. Xxxxxx Securities LLC 25,000,000 Xxxxx Fargo Securities, LLC 25,000,000 Barclays Capital Inc. 25,000,000 Xxxxxxx Xxxxx & Co. Xxxxxx LLC 25,000,000 BNP Paribas Securities Corp. 12,500,000 Deutsche Bank Securities Inc. 12,500,000 PNC Capital Markets LLC 12,500,000 Scotia Capital (USA) Inc. 12,500,000 TD Securities (USA) LLC 12,500,000 Truist Securities, Inc. 12,500,000 ING Financial Markets LLC 7,500,000 SG Americas Securities, LLC 7,500,000 UniCredit Capital Markets LLC 7,500,000 X. Xxxxxxx & CompanyCo., Inc. The Xxxxxxxx Capital Group, L.P. Total: LLC 5,000,000 Total $500,000,000 SCHEDULE II Time of Sale ProspectusII