Common use of Introductory Clause in Contracts

Introductory. WinStar Communications, Inc., a Delaware corporation (the "Issuer" or "WinStar"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "Underwriters") an aggregate of 3,360,000 shares (the "Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"). The Issuer also proposes to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares (the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.

Introductory. WinStar Communications, Inc.argenx SE, a Delaware corporation Dutch European public company with limited liability (Societas Europaea or SE), (the "Issuer" or "WinStar"“Company”), proposes to issue and WinStar Multichannel Corp.sell, a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject pursuant to the terms and conditions stated herein, to issue and sell of this Underwriting Agreement (the "U.S. Offering") “Agreement”), to the several underwriters named in Schedule A hereto (the "“Underwriters") ,” or, each, an “Underwriter”), an aggregate of 3,360,000 shares 3,475,000 ordinary shares, nominal value €0.10 per share (the "Firm Securities"“Ordinary Shares”) of the Issuer's Common Stock, $0.01 par value per share Company to be delivered in the form of an aggregate of 3,475,000 American Depositary Shares of the Company ("Common Stock"“ADSs”). The Issuer aggregate of 3,475,000 ADSs so proposed to be issued and sold is hereinafter referred to as the “Firm ADSs.” The Company also proposes to grant issue and sell to the Underwriters Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), additional 521,250 Ordinary Shares to purchase be delivered in the form of up to an aggregate of not more than 630,000 additional shares 521,250 ADSs (the "“Optional Securities"ADSs”). The Firm Securities ADSs and the Optional Securities ADSs are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are hereinafter collectively referred to as the "“Offered ADSs.” The Offered ADSs and the Ordinary Shares underlying such ADSs are hereinafter collectively referred to as the “Securities". To provide .” Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”), Xxxxx and Company, LLC (“Cowen”) and Evercore Group L.L.C. are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” The Company shall, following subscription by the Underwriters of the Offered ADSs, deposit, on behalf of the Underwriters, the Ordinary Shares being delivered in the form of the Offered ADSs with ING Bank N.V. as custodian (the “Custodian”) for The Bank of New York Mellon (the “Depositary”), which shall deliver the Offered ADSs to the Representative for the coordination account of their activitiesthe several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be. Each ADS will represent one Ordinary Share and will be evidenced by American Depository Receipts (“ADRs”) to be issued by the Depositary, pursuant to the deposit agreement dated May 17, 2017 (the “Deposit Agreement”) by and among the Company, the Underwriters Depositary and the International holders and beneficial holders from time to time of the ADSs. Each reference herein to an ADR shall include the corresponding ADS and vice versa. The Company understands that the Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, propose to sell make a public offering of the Offered Securities ADSs as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The price to each other for purposes the public of resalethe Offered ADSs has been fixed through a book-building process immediately prior to the signing of this Agreement.

Introductory. WinStar CommunicationsQunar Cayman Islands Limited, Inc., a Delaware corporation an exempted company incorporated in the Cayman Islands (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreedagrees, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (the "“Underwriters") ”), an aggregate of 3,360,000 shares 11,111,000 American Depositary Shares (the "Firm Securities"“ADSs”), each ADS representing three (3) the Company’s Class B ordinary shares, par value $0.001 per share (the “Ordinary Shares”) of the Issuer's Common StockCompany, $0.01 par value per share and, at the election of the Underwriters, the shareholder of the Company named in Schedule B hereto ("Common Stock"). The Issuer also proposes the “Selling Shareholder”) agrees, subject to grant the terms and conditions stated herein and at the election of the Underwriters, to sell to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares (1,666,650 ADSs. The aggregate of 11,111,000 ADSs to be sold by the "Company are hereinafter referred to as the “Firm Securities,” and the aggregate of 1,666,650 ADSs to be sold by the Company and the Selling Shareholder upon the election of the Underwriters are hereinafter referred to as the “Optional Securities"). .” The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are hereinafter collectively referred to as the "“Offered Securities". To provide for .” Unless the coordination of their activitiescontext otherwise requires, each reference to the Firm Securities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to each other as the “Firm Shares,” “Optional Shares” and “Offered Shares”, respectively). The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of , among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and holders and beneficial owners from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. As part of the offering contemplated by this Agreement, the Representatives (the “Designated Underwriters”) have agreed to reserve out of the Firm Securities purchased by them under this Agreement, up to 1,111,100 ADSs, for purposes sale to the Company’s directors, officers, employees, business associates and related persons as designated by the Company (collectively, the “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriters pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriters pursuant to this Agreement at the Public Offering Price (as defined below). Any Directed Shares not subscribed for by the end of resalethe business day on which this Agreement is executed will be offered to the public by the Underwriters.

Introductory. WinStar CommunicationsClaymont Steel Holdings, Inc., a Delaware corporation (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "“Underwriters"”) an aggregate of 3,360,000 6,250,000 shares (the "Firm Securities") of the Issuer's Common Stockits common stock, $0.01 par value $0.001 per share ("Common Stock"the “Shares”). The Issuer also proposes 6,250,000 Shares to grant be sold by the Company are called the “Firm Shares.” In addition, H.I.G. Capital LLC, Inc., a Delaware corporation (the “Selling Stockholder”) has granted to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), option to purchase up to an aggregate of not more than 630,000 additional shares (the "Optional Securities")937,500 Shares as set forth on Schedule B, as provided in Section 2. The additional 937,500 Shares to be sold by the Selling Stockholder pursuant to such option are called the “Optional Shares.” The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are herein collectively called the "U.S. “Offered Securities". The United States Securities Act Shares.” Jefferies & Company, Inc. (“Jefferies”) has agreed to act as representative of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof several Underwriters (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon Internationalin such capacity, the "International Underwriters"), relating to “Representative”) in connection with the concurrent offering and sale of 840,000 shares the Offered Shares. Jefferies agrees that up to [ ] of the Firm Shares to be purchased by the it (the "International Securities"“Directed Shares”) shall be reserved for sale by Jefferies and its affiliates to certain eligible directors, officers and employees of Common Stock outside the United States Company and Canada persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered Shares by Jefferies (the "International Offering"). The U.S. Offered “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. and the International Securities are collectively referred to as the "Offered Securities"all other applicable laws, rule and regulations. To provide the extent that such Directed Shares are not orally confirmed for purchase by the coordination Participants by the end of their activitiesthe first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters and as part of the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resalepublic offering contemplated hereby.

Introductory. WinStar CommunicationsDUKE ENERGY PROGRESS, Inc.LLC, a Delaware corporation North Carolina limited liability company (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreedproposes, subject to the terms and conditions stated herein, to issue and sell $450,000,000 aggregate principal amount of First Mortgage Bonds, 3.70% Series due 2046 (the "U.S. Offering"Bonds”), to be issued under and secured by its Mortgage and Deed of Trust, dated as of May 1, 1940 (the “Original Mortgage”), between the Company and The Bank of New York Mellon, (formerly Irving Trust Company) (the “Corporate Trustee”) and Xxxx X. Xxxxxxxx (successor to Xxxxxxxxx X. Xxxxxx), as trustees (together with the Corporate Trustee, the “Trustees”), as amended and supplemented by various supplemental indentures, including the Eighty-Sixth Supplemental Indenture, to be dated as of September 1, 2016 (the “Supplemental Indenture”) (the Original Mortgage, as so amended and supplemented, being hereinafter called the “Mortgage”). Credit Suisse Securities (USA) LLC, MUFG Securities Americas Inc. and Xxxxx Fargo Securities, LLC (the “Representatives”) are acting as representatives of the several underwriters named in Schedule A hereto (together with the "Representatives, the “Underwriters") an aggregate of 3,360,000 shares (the "Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"”). The Issuer also proposes Company understands that the several Underwriters propose to grant offer the Bonds for sale upon the terms and conditions contemplated by (i) this Agreement and (ii) the Base Prospectus, the Preliminary Prospectus and any Permitted Free Writing Prospectus (each as defined below) issued at or prior to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. Applicable Time ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares as defined below) (the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein documents referred to in the foregoing subclause (ii) are referred to herein as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"“Pricing Disclosure Package”), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.

Introductory. WinStar CommunicationsAcadia Healthcare Company, Inc., a Delaware corporation (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (collectively, the "“Underwriters"”) an aggregate of 3,360,000 8,250,000 shares (the "Firm Securities") of the Issuer's Common Stockits common stock, par value $0.01 par value per share ("Common Stock"the “Shares”). The Issuer also proposes 8,250,000 Shares to grant be sold by the Company are collectively called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), option to purchase up to an aggregate of not more than 630,000 additional shares (the "Optional Securities")1,237,500 Shares as provided in Section 2. The Firm Securities and additional 1,237,500 Shares to be sold by the Optional Securities Company pursuant to such option are herein collectively called the "U.S. “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof Shares.” Citigroup Global Markets Inc. (the "International Underwriting Agreement"“Citi”), with Salomon Brothers International Limited Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Salomon International"“Xxxxxxx Xxxxx”) and Jefferies & Company, Inc. (“Jefferies”) have agreed to act as representatives of the other international underwriters named therein several Underwriters (together with Salomon Internationalin such capacity, the "International Underwriters"), relating to “Representatives”) in connection with the concurrent offering and sale of 840,000 shares the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the "International Securities"“Commission”) a registration statement on Form S-1, File No. 333-181025 which contains a form of Common Stock outside prospectus to be used in connection with the United States public offering and Canada sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "International Offering"“Securities Act”), including all documents incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The U.S. Offered Securities and prospectus, in the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.form first used by the

Introductory. WinStar CommunicationsPermian Resources Operating, Inc.LLC, a Delaware corporation limited liability company (the "Issuer" or "WinStar"“Company”), proposes to repurchase (the “Repurchase”) from each of NGP XI US Holdings, L.P. (“NGP XI”), NGP Pearl Holdings II, LLC (“NGP Pearl”) and Luxe Energy, LLC (“Luxe” and, collectively with NGP XI and NGP Pearl, the “Holders”), common units representing limited liability company interests in the Company (“Units”), on the terms and subject to the conditions set forth herein. The Company and the Holders agree that the Repurchase contemplated hereby is being effected in lieu of the exercise by the Holders of their redemption rights described in Section 11.01 of the Sixth Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 1, 2022 (the “LLC Agreement”), and WinStar Multichannel Corp.the exercise by the Company of its right of Cash Settlement (as defined in the LLC Agreement) described in Section 11.01 of the LLC Agreement in connection with the offering contemplated by the Underwriting Agreement (as defined below). The parties hereto (including the Corporation (as defined below)) further approve and consent to the transactions contemplated hereby. Concurrently with this Repurchase Agreement (this “Agreement”), Permian Resources Corporation, a Delaware corporation and a wholly-owned subsidiary the managing member of the Issuer Company ("WMC"the “Corporation”), andis entering into an underwriting agreement, together dated as of the date hereof (the “Underwriting Agreement”), with certain selling stockholders party thereto, including the IssuerHolders (together, the "Sellers"“Selling Stockholders”), have agreedand X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., subject to as representatives of the terms and conditions stated herein, to issue and sell several underwriters listed therein (the "U.S. Offering") “Underwriters”), pursuant to which the Selling Stockholders have agreed to sell to the several underwriters named in Schedule A hereto (the "Underwriters") an aggregate of 3,360,000 Underwriters 27,500,000 shares (the "“Firm Securities"Shares”) of the Issuer's Common StockCorporation’s Class A common stock, $0.01 par value $0.0001 per share ("the “Class A Common Stock"”). The Issuer Selling Stockholders also proposes agreed to grant sell to the Underwriters an optionseveral Underwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 4,125,000 additional shares (the "“Optional Securities")Shares” and, together with the Firm Shares, the “Offered Shares”) of Class A Common Stock. The Firm Securities and Company hereby confirms its agreements with the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to Holders as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.follows:

Introductory. WinStar CommunicationsQunar Cayman Islands Limited, Inc., a Delaware corporation an exempted company incorporated in the Cayman Islands (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreedagrees, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (the "“Underwriters") ”), an aggregate of 3,360,000 shares 11,111,000 American Depositary Shares (the "Firm Securities"“ADSs”), each ADS representing three (3) the Company’s Class B ordinary shares, par value $0.001 per share (the “Ordinary Shares”) of the Issuer's Common StockCompany, $0.01 par value per share and, at the election of the Underwriters, the Company agrees to issue and sell, and the shareholder of the Company named in Schedule B hereto ("Common Stock"). The Issuer also proposes the “Selling Shareholder”) agrees to grant sell, subject to the terms and conditions stated herein and at the election of the Underwriters, to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares (1,666,650 ADSs. The aggregate of 11,111,000 ADSs to be sold by the "Company are hereinafter referred to as the “Firm Securities,” and the aggregate of 1,666,650 ADSs to be sold by the Company and the Selling Shareholder at the election of the Underwriters are hereinafter referred to as the “Optional Securities"). .” The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are hereinafter collectively referred to as the "“Offered Securities". To provide for .” Unless the coordination of their activitiescontext otherwise requires, each reference to the Firm Securities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to each other as the “Firm Shares,” “Optional Shares” and “Offered Shares”, respectively). The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of , among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and holders and beneficial owners from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. As part of the offering contemplated by this Agreement, the Representatives (the “Designated Underwriters”) have agreed to reserve out of the Firm Securities purchased by them under this Agreement, up to 1,111,100 ADSs, for purposes sale to the Company’s directors, officers, employees, business associates and related persons as designated by the Company (collectively, the “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriters pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriters pursuant to this Agreement at the Public Offering Price (as defined below). Any Directed Shares not subscribed for by the end of resalethe business day on which this Agreement is executed will be offered to the public by the Underwriters.

Introductory. WinStar CommunicationsActions Semiconductor Co., Inc.Ltd., a Delaware corporation Cayman Islands company (the "Issuer" or "WinStar"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, “Company”) proposes to issue and sell 8,700,000 American Depositary Shares (“ADSs”), each ADS representing six of the "U.S. Offering"Company’s ordinary shares, par value US$ 0.000001 per share (“Ordinary Shares”) to and the several underwriters named shareholders listed in Schedule A B hereto (the "Underwriters"“Selling Shareholders”) propose severally to sell an aggregate of 3,360,000 shares 4,300,000 ADSs (together with the "ADSs being sold by the Company being hereinafter referred to as the “Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"”). The Issuer also proposes Selling Shareholders propose to grant sell to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"as defined below), to purchase at the option of the Underwriters, an aggregate of not more than 630,000 1,950,000 additional shares ADSs (such 1,950,000 additional ADSs being hereinafter referred to as the "“Optional Securities"”). The Firm Securities and the Optional Securities are herein collectively called the "U.S. “Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act"”. It is understood that the Issuer is concurrently entering into an International Underwriting Agreementthat, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating subject to the concurrent conditions hereinafter stated: (a) certain Offered Securities will be sold to the Underwriters in connection with the offering and sale of 840,000 shares such Offered Securities in the United States and Canada (the "International Securities"“U.S. Offering”) and (b) certain Offered Securities will be sold to the Underwriters in connection with the offering and sale of Common Stock such Offered Securities outside the United States and Canada (the "“International Offering"”) to persons other than United States and Canadian Persons in compliance with Regulation S of the United States Securities Act of 1933 (the “Act”). The U.S. Offered Securities ADSs purchased by the Underwriters will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a Deposit Agreement dated as of [DATE], 2005 (the “Deposit Agreement”), to be entered into among the Company, JPMorgan Chase Bank, as depositary (the “Depositary”), and all holders from time to time of the ADRs. Credit Suisse First Boston LLC shall act as the representative (the “Representative”) of the Underwriters. The Company and the International Securities are collectively referred to Selling Shareholders hereby agree with the several Underwriters named in Schedule A hereto (“Underwriters”) as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.follows:

Introductory. WinStar CommunicationsVipshop Holdings Limited, Inc., a Delaware corporation an exempted company incorporated in the Cayman Islands (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreedagrees, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (the "“Underwriters") ”), an aggregate of 3,360,000 shares 4,000,000 American Depositary Shares (“ADSs”), each ADS representing two ordinary shares, par value $0.0001 per share (the "Firm Securities"“Ordinary Shares”) of the Issuer's Common StockCompany, $0.01 par value per share and the shareholders listed in Schedule B hereto ("Common Stock"). The Issuer also proposes “Selling Shareholders”) agree, subject to grant the terms and conditions stated herein, to sell to the Underwriters an optionaggregate of 2,000,000 ADSs, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")and, at the election of the Underwriters, up to purchase an aggregate of not more than 630,000 900,000 additional shares (ADSs. The aggregate of 6,000,000 ADSs to be sold by the "Company and the Selling Shareholders are hereinafter referred to as the “Firm Securities,” and the aggregate of up to 900,000 additional ADSs to be sold by the Selling Shareholders are hereinafter referred to as the “Optional Securities").” Schedule B attached hereto lists the number of Firm Securities and maximum number of Optional Securities, if any, to be sold by each of the Selling Shareholders. The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are hereinafter collectively referred to as the "“Offered Securities". To provide for .” Unless the coordination of their activitiescontext otherwise requires, each reference to the Firm Securities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to each other for purposes as the “Offered Shares”). The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of resaleMarch 22, 2012 among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and holders and beneficial holders from time to time of the American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs.

Introductory. WinStar Communications, Inc., a Delaware corporation The shareholders listed in Schedule I hereto (the "Issuer" or "WinStar"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject “Selling Shareholders”) propose severally to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A II hereto (the "“Underwriters"”) an aggregate of 3,360,000 shares 10,000,000 American Depositary Shares (the "each an “ADS” and collectively, “Firm Securities") ”), each ADS representing six of the Issuer's Common StockCompany’s ordinary shares, $0.01 par value US$ 0.000001 per share ("Common Stock"“Ordinary Shares”) of Actions Semiconductor Co., Ltd., a Cayman Islands company (the “Company”). The Issuer also proposes Certain of the Selling Shareholders propose to grant sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 1,500,000 additional shares ADSs (such 1,500,000 additional ADSs being hereinafter referred to as the "“Optional Securities"”). The Firm Securities and the Optional Securities are herein collectively called the "U.S. “Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act"”. It is understood that the Issuer is concurrently entering into an International Underwriting Agreementthat, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating subject to the concurrent conditions hereinafter stated: (a) certain Offered Securities will be sold to the Underwriters in connection with the offering and sale of 840,000 shares such Offered Securities in the United States and Canada (the "International Securities"“U.S. Offering”) and (b) certain Offered Securities will be sold to the Underwriters in connection with the offering and sale of Common Stock such Offered Securities outside the United States and Canada (the "“International Offering"”) to persons other than United States and Canadian persons in compliance with Regulation S of the United States Securities Act of 1933 (the “Act”). The U.S. Offered ADSs purchased by the Underwriters will be evidenced by American Depositary Receipts (“ADRs”) issued pursuant to a Deposit Agreement dated as of December 5, 2005 (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, as depositary (the “Depositary”), and all holders from time to time of the ADRs. Xxxxxx Xxxxxxx & Co. International Limited and Citigroup Global Markets Inc. shall act as the representatives (the “Representatives”) of the Underwriters. The Company has filed with the Securities and Exchange Commission (the International “Commission”) a registration statement, including a prospectus, relating to the Offered Securities. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities are collectively Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the "Offered Securities". To provide for “Registration Statement”; the coordination prospectus in the form first used to confirm sales of their activities, Shares (or in the form first made available to the Underwriters and by the International Underwriters have entered into Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus.” If the Company has filed an Agreement Between U.S. Underwriters and International Underwriters which permit themabbreviated registration statement to register additional securities pursuant to Rule 462(b) (“Rule 462(b)”) under the Securities Act (the “Rule 462 Registration Statement”), among other things, then any reference herein to sell the Offered Securities term “Registration Statement” shall be deemed to each other for purposes of resaleinclude such Rule 462 Registration Statement.

Introductory. WinStar Communications, Inc.Compagnie Generale d'Industrie et de ------------ Participations, a Delaware corporation societe anonyme organized under the laws of the Republic of France (the "Issuer" or "WinStarCGIP"), and WinStar Multichannel Corp.Sofiservice, a Delaware corporation societe anonyme organized under the laws of the Republic of France and a wholly-wholly owned subsidiary of the Issuer CGIP ("WMC", Sofiservice" and, together with the IssuerCGIP, the "SellersSelling Stockholders"), have agreed, subject propose to sell to the terms and conditions stated herein, to issue and sell several Underwriters named in Schedule I hereto (the "U.S. OfferingUnderwriters") to the several underwriters named in Schedule A hereto ), for whom Lazard Freres & Co. LLC, CS First Boston Corporation and Salomon Brothers Inc are acting as representatives (the "UnderwritersU.S. Representatives") ), an aggregate of 3,360,000 7,400,000 shares (the "U.S. Firm SecuritiesShares") of the Issuer's Common Stock, $0.01 par value $5.00 per share (the "Common Stock"), of Crown Cork & Seal Company, Inc. (the "Company"), each Selling Stockholder selling the amount set forth opposite such Selling Stockholder's name in Schedule II hereto. The Issuer CGIP also proposes to grant sell to the Underwriters U.S. Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate additional 1,387,500 shares of not more than 630,000 additional shares Common Stock (the "Optional SecuritiesAdditional Shares"). The U.S. Firm Securities Shares and the Optional Securities Additional Shares are herein hereinafter sometimes collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities ActU.S. Shares". It is understood that the Issuer is Company and the Selling Stockholders are concurrently entering into an International Underwriting Agreement, international underwriting agreement dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and in which the other international underwriters Selling Stockholders propose to sell to the several Underwriters named therein (together with Salomon International, the "International Underwriters")) for whom Lazard Capital Markets, relating to CS First Boston Limited and Salomon Brothers International Limited are acting as representatives (the concurrent offering and sale "International Representatives") an aggregate of 840,000 1,850,000 shares (the "International SecuritiesShares") of the Company's Common Stock outside Stock. The respective closings under this Agreement and the United States and Canada (the "International Offering")Underwriting Agreement are hereby expressly made conditional on one another. The U.S. Offered Securities Shares and the International Securities Shares are herein collectively referred to as the "Offered SecuritiesShares". To provide for the coordination of their activities, the The U.S. Underwriters and the International Underwriters are herein collectively referred to as the "Underwriters". It is further understood that the U.S. Representatives on behalf of the U.S. Underwriters and the International Representatives on behalf of the International Underwriters have entered into an agreement of even date herewith (the "Agreement Between Among U.S. and International Underwriters"), contemplating the coordination of certain transactions among the U.S. and International Under- writers and that, pursuant thereto and subject to the conditions set forth therein, the U.S. Underwriters may purchase from or sell to the International Underwriters a portion of the U.S. Shares and the International Underwriters may purchase from or sell to the U.S. Underwriters a portion of the International Shares. Any such purchases or sales shall be governed by the Agreement Among U.S. and International Underwriters and not by the terms of this Agreement. It is further understood that the Company and the Selling Stock- holders are concurrently entering into an underwriting agreement dated the date hereof (the "Preferred Underwriting Agreement") in which permit them, among other things, the Selling Stockholders propose to sell to the Offered Securities several Underwriters named therein (the "Preferred Underwriters") an aggregate of 3,000,000 shares (the "Preferred Firm Shares") of the Company's 4.5% Convertible Preferred Stock, par value $41.8875 per share (the "Preferred Stock"). In addition, CGIP has agreed to each sell to the Preferred Underwriters, upon the terms and conditions set forth in the Preferred Underwriting Agreement, up to an additional 450,000 shares of Preferred Stock (the "Preferred Additional Shares" and, collectively with the Preferred Firm Shares, the "Preferred Shares"). The respective closings under this Agreement and the International Underwriting Agreement, on the one hand, and the Preferred Underwriting Agreement, on the other for purposes of resale.hand, are not conditional on one another. The Company and the Selling Stockholders hereby agree with the U.S. Underwriters as follows (it being understood and agreed that the obligations set forth herein are several in nature, unless expressly stated to the contrary):

Introductory. WinStar CommunicationsAmeritech New Zealand Investments, Inc., a Delaware corporation (the "Issuer" or Selling Shareholder"WinStar), proposes to offer and sell ordinary shares, no par value per share (each, a "Share"), of Telecom Corporation of New Zealand Limited, a New Zealand limited liability company (the "Company"), and WinStar Multichannel Corp.American Depositary Shares, a Delaware corporation and a wholly-owned subsidiary of each representing the Issuer right to receive eight Shares (each, an "WMC", and, together with the Issuer, the "SellersADS"), have agreedin a U.S. Offering, a Rest of the World Offering, a New Zealand Offering and an Australian Offering (each term as herein defined). The Selling Shareholder proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the "U.S. OfferingUnderwriters") to and the several underwriters Underwriters named in Schedule A II hereto (the "Rest of the World Underwriters" and, together with the U.S. Underwriters, the "International Underwriters") an aggregate of 3,360,000 shares 258,246,064 Shares (the "Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"). The Issuer also proposes to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("SalomonShares"), a portion of which may be delivered in the form of Shares and a portion of which may be deposited by the Selling Shareholder pursuant to the Deposit Agreement referred to below and delivered in the form of ADSs, and the International Underwriters propose, subject to the terms and conditions stated herein, to purchase the Firm Shares, with payment for such Firm Shares (whether in the form of Shares or ADSs) to be made on an instalment basis as more fully described below and in Section 5 hereof. In addition, as set forth below, the Selling Shareholder proposes to sell to the International Underwriters, at their election, up to an aggregate of not more than 630,000 39,734,606 additional shares Shares (the "Optional SecuritiesShares"), a portion of which may be delivered in the form of Shares and a portion of which may be deposited by the Selling Shareholder pursuant to the Deposit Agreement and delivered in the form of ADSs, with payment for such Optional Shares (whether in the form of Shares or ADSs) to be made on an instalment basis as more fully described below and in Section 5 hereof. The Firm Securities Shares and the Optional Securities Shares which the U.S. Underwriters elect to purchase pursuant to Section 3 hereof (in the form of Shares or ADSs) are collectively called the "U.S. Firm Shares" and the "U.S. Optional Shares", respectively, and the U.S. Firm Shares and the U.S. Optional Shares are collectively called the "U.S. Shares". The offering of the U.S. Shares in the United States and Canada is herein called the "U.S. Offering". The Firm Shares and the Optional Shares which the Rest of the World Underwriters elect to purchase pursuant to Section 3 hereof (in the form of Shares or ADSs) are collectively called the "Rest of the World Firm Shares" and the "Rest of the World Optional Shares", respectively, and the Rest of the World Firm Shares and the Rest of the World Optional Shares are collectively called the "Rest of the World Shares". The offering of the Rest of the World Shares outside the United States, Canada, New Zealand and Australia is herein called the "Rest of the World Offering". The U.S. Offering and the Rest of the World Offering are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities ActInternational Offering". It is understood that the Issuer Selling Shareholder is concurrently offering (i) a total of 79,500,000 Shares (the "New Zealand Shares") by way of a public offering in New Zealand (the "New Zealand Offering") and (ii) a total of 59,600,000 Shares (the "Australian Shares") by way of a public offering in Australia (the "Australian Offering"). The New Zealand Offering is being made pursuant to a registered prospectus and an investment statement in New Zealand (together, the "New Zealand Prospectus") and the Australian Offering is being made pursuant to a prospectus in Australia (the "Australian Prospectus"). It is further understood that the Selling Shareholder is, concurrently with the execution of this Agreement, entering into an International a New Zealand and Australian Underwriting Agreement, Deed dated the date hereof (the "International New Zealand and Australian Underwriting Agreement"), ) with Salomon Brothers International Limited ("Salomon International") and the other international a syndicate of New Zealand underwriters named therein (together with Salomon International, the "International New Zealand Underwriters"), relating to the concurrent offering ) and sale a syndicate of 840,000 shares Australian underwriters named therein (the "International Securities") of Common Stock outside the United States and Canada (the "International OfferingAustralian Underwriters"). The U.S. Offered Securities International Offering, the New Zealand Offering and the International Securities Australian Offering are herein collectively referred to as called the "Global Offering". The U.S. Shares, the Rest of the World Shares, the New Zealand Shares and the Australian Shares, whether in the form of Shares or ADSs, are herein collectively called the "Offered SecuritiesShares". To provide for the coordination of their activities, the International Underwriters, the New Zealand Underwriters and the International Australian Underwriters have entered (collectively, the "Underwriters") are simultaneously entering into an Agreement Between U.S. Underwriters Among U.S., Rest of the World, New Zealand and International Underwriters Australian Syndicates dated the date hereof (the "Agreement Among Syndicates") which permit themprovides, among other things, to sell that Credit Suisse First Boston Corporation and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated are acting as the joint global coordinators (the "Joint Global Coordinators") for the Global Offering and that sales may be made among the syndicates of such number of Offered Securities to each other Shares as may be agreed with the Joint Global Coordinators for purposes of resaleresale to investors. The Shares and ADSs to be sold hereunder are to be paid for in two instalments as more fully described in Section 5 hereof. Prior to payment in full of the Final Instalment (as defined below), beneficial interests in the Shares will be represented by instalment receipts ("IRs"), and purchasers that have elected to receive their Shares in the form of ADSs will receive interim ADSs ("Interim ADSs") evidenced by interim American Depositary Receipts ("Interim ADRs"). Each IR will evidence the full beneficial ownership interest in a Share, subject to the Trust Deed (as defined below), including the Security Interest (as defined below) of the Selling Shareholder. Each Interim ADS will represent the right to receive eight IRs. Upon payment in full of the Final Instalment, the holder of an IR will become the registered holder of the Share relating to such IR and the holder of an Interim ADS will become the registered holder of an ADS. Unless the context otherwise requires, all references in this Agreement to (i) Shares shall mean IRs, (ii) ADSs shall mean Interim ADSs, (iii) ADRs shall mean Interim ADRs, (iv) the Deposit Agreement (as defined below) shall mean the Interim Deposit Agreement (as defined below) and (v) the Depositary (as defined below) shall mean the Interim Depositary (as defined below), until the Final Instalment shall have been paid with respect to the Shares and ADSs. Whenever computations are contemplated herein that involve both numbers of Shares and numbers of ADSs, they shall be made on a consistent basis, by first converting the number of ADSs into the number of Shares they represent. The IRs will be issued pursuant to the provisions of a Trust Deed dated as of March 13, 1998 (the "Trust Deed") between the Selling Shareholder and The New Zealand Guardian Trust Company Limited (the "Trustee"). Registered holders of IRs (other than the custodian for the Interim Depositary) and registered holders of Interim ADSs on the ninth business day before the Final Instalment Due Date (as defined in Section 5 hereof) will be obligated to pay the Final Instalment. The Interim ADSs, evidenced by Interim ADRs, will be issued in accordance with the Interim Deposit Agreement to be dated as of April [9], 1998, (the "Interim Deposit Agreement") among the Company, the Selling Shareholder, the Trustee, The Bank of New York as Interim Depositary (the "Interim Depositary"), and the holders from time to time of Interim ADRs. The holders of Interim ADRs, as parties to the Interim Deposit Agreement, will be bound by the terms and conditions of the Trust Deed. Accordingly, each holder of an Interim ADR will be deemed to have agreed to pay the Final Instalment of the purchase price by the Final Instalment Due Date in accordance with the Trust Deed and the Interim Deposit Agreement. The ADSs, evidenced by American Depositary Receipts ("ADRs"), will be issued in accordance with the Amended and Restated Deposit Agreement dated as of April 1, 1997 (the "Deposit Agreement"), among the Company, The Bank of New York, as Depositary (the "Depositary"), and the holders from time to time of ADRs issued thereunder. IR holders may transfer or sell their IRs subject to the terms of the Trust Deed, and Interim ADS holders may transfer or sell their Interim ADSs, as evidenced by Interim ADRs, subject to the terms of the Interim Deposit Agreement and the Trust Deed. Upon registration of a transfer of an IR or Interim ADS, as evidenced by an Interim ADR, in accordance with the provisions of the Trust Deed, the transferor is discharged from any liability to pay the Final Instalment. The Trust Deed and the Interim Deposit Agreement provide that, when a transferee becomes a registered holder of an IR or Interim ADS, that transferee becomes bound by all of the terms of the Trust Deed, the IR, the Interim ADS and Interim Deposit Agreement, as applicable, including the obligation to pay the Final Instalment. Therefore, notwithstanding anything herein to the contrary, the Selling Shareholder acknowledges and agrees that, upon registration of the transfer or sale of the IRs and Interim ADSs by the Underwriters, such Underwriters shall have no liability or obligation whatsoever with respect to the payment of the Final Instalment with respect to the IRs and Interim ADSs so transferred or sold. If an IR holder or Interim ADR holder defaults in payment of the Final Instalment and, in the event (i) an IR holder or Interim ADR holder, as the case may be, is an Intermediary (as defined in the Trust Deed) and (ii) prior to 5:00 p.m. (Wellington time) on the second business day after the Final Instalment Due Date (as defined below), such Intermediary effects a transfer on the IR Register or Interim ADR Register (each as defined in the Trust Deed), as the case may be, of the IR or Interim ADR to which a Share relates, to the beneficial owner on whose behalf such Intermediary holds such IR or Interim ADR, then such beneficial owner shall be, and such Intermediary shall cease to be, liable for the defaulted amount. Four forms of offering documents will be used in connection with the offering and sale of the Offered Shares contemplated by the foregoing: (i) the U.S. Prospectus (as defined below) relating to the offer and sale of the U.S. Shares in the United States and Canada as part of the U.S. Offering, (ii) an offering circular relating to the offer and sale of the Rest of the World Shares in the rest of the world as part of the Rest of the World Offering (in its final form, the "Rest of the World Offering Circular"), (iii) the New Zealand Prospectus in connection with the offering and sale of the New Zealand Shares in the New Zealand Offering and (iv) the Australian Prospectus in connection with the offering and sale of the Australian Shares in the Australian Offering. Copies of a preliminary Rest of the World Offering Circular (as supplemented or amended prior to becoming final, hereinafter called the "Preliminary Rest of the World Offering Circular") have been delivered to you and to you for each of the other Rest of the World Underwriters, and the Company, at the request of the Selling Shareholder, will prepare the Rest of the World Offering Circular. The Preliminary Rest of the World Offering Circular and the Preliminary U.S. Prospectus (as defined below) are collectively called the "Preliminary Prospectus" and the Rest of the World Offering Circular and the U.S. Prospectus are collectively called the "Prospectus". References in Section 2 of this Agreement to the "Prospectus" shall be deemed to refer to both the Preliminary Prospectus and, once printed, the Prospectus.

Introductory. WinStar Communications, Adagene Inc., a Delaware corporation company incorporated in the Cayman Islands (the "Issuer" or "WinStar"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together “Company”) agrees with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the "Underwriters"several Underwriters ordinary shares, par value US$0.0001 per share of the Company (“Ordinary Shares”), in the form of [·] American Depositary Shares (“American Depositary Shares” or “ADSs”) agree severally with the Underwriters to sell to the several Underwriters an aggregate of 3,360,000 shares ([·] Ordinary Shares in the "form of [·] ADSs. The aggregate of [·] ADSs to be sold by the Company is hereinafter referred to as the “Firm Securities") Shares.” The Company also agrees to sell to the Underwriters, at the option of the Issuer's Common StockUnderwriters, $0.01 par value per share ("Common Stock"). The Issuer also proposes to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares [·] Ordinary Shares in the form of [·] ADSs (the "“Optional Securities"Shares”), as set forth below. The Firm Securities Shares and the Optional Securities Shares are herein collectively called the "U.S. “Offered Securities". Shares.” The United States Securities Act ADSs are to be issued pursuant to a Deposit Agreement dated as of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement[·], dated the date hereof 2021 (the "International Underwriting “Deposit Agreement"”) among the Company, JPMorgan Chase Bank, N.A., as Depositary (the “Depositary”), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein beneficial owners and holders from time to time of the American Depositary Receipts (together with Salomon International, “ADRs”) issued by the "International Underwriters"), relating Depositary and evidencing the ADSs issued under the Deposit Agreement. Each ADS will initially represent the right to receive [·] Ordinary Shares deposited pursuant to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resaleDeposit Agreement.

Introductory. WinStar Communications, 50.xxx Inc., a Delaware corporation company incorporated in the Cayman Islands with limited liability (the "Issuer" or "WinStar"“Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the Underwriters 4,000,000 American depositary shares (“ADSs”), each ADS representing two class A ordinary shares of the Company at par value US$0.00001 per share (“Ordinary Shares”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary certain shareholders of the Issuer Company named in Schedule B hereto ("WMC"the “Selling Shareholders”), and, together agree with the Issuer, the "Sellers"), have agreedUnderwriters, subject to the terms and conditions stated herein, to issue and sell to the Underwriters 4,000,000 ADSs (the "U.S. Offering") aggregate of 8,000,000 ADSs to be sold by the Company and the Selling Shareholders being hereinafter collectively referred to as the “Firm Securities”). The Company also agrees to issue and sell to the several underwriters named in Schedule A hereto (Underwriters, at the "option of the Underwriters") , an aggregate of 3,360,000 shares up to 1,200,000 additional ADSs (the "Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"). The Issuer also proposes to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares (the "“Optional Securities"”). The Firm Securities and the Optional Securities Securities, in each case including the underlying Ordinary Shares, are herein collectively called the "U.S. “Offered Securities"”. The United States Securities Act of 1933 is herein referred ADSs purchased by the Underwriters pursuant to as this Agreement by the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting AgreementUnderwriters will be issued pursuant to a deposit agreement dated October 31, dated the date hereof 2013 (the "International Underwriting “Deposit Agreement"”) entered into among the Company, Citibank N.A., as depositary (the “Depositary”), with Salomon Brothers and holders from time to time of the ADSs. Mxxxxx Sxxxxxx & Co. International Limited plc, Credit Suisse Securities ("Salomon International"USA) LLC and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares Citigroup Global Markets Inc. shall act as representatives (the "International Securities"“Representatives”) of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resaleUnderwriters.

Introductory. WinStar Communications, Inc.Tiziana Life Sciences plc, a Delaware corporation public limited company incorporated under the laws of England and Wales with registered number 03508592 (the "Issuer" or "WinStar"“Company”), proposes to issue and WinStar Multichannel Corp.sell, a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject pursuant to the terms and conditions stated herein, to issue and sell of this Underwriting Agreement (the "U.S. Offering") “Agreement”), to the several underwriters named in Schedule A 1 attached hereto (the "“Underwriters") ,” or, each, an “Underwriter”), an aggregate of 3,360,000 shares 3,333,333 American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the "“Ordinary Shares”) (the “Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"ADSs”). The Issuer Company also proposes to grant issue and sell to the Underwriters Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares 499,999 ADSs (the "Optional Securities"“Option ADSs”). The Firm Securities ADSs and, if and to the extent such option is exercised, the Option ADSs are referred to herein as the “Offered Securities.” Unless context otherwise requires, each reference to the Firm ADSs, the Option ADSs and the Optional Offered Securities are herein collectively called also includes the "U.S. Offered Securities"Ordinary Shares represented by the ADSs. The United States Securities Act ThinkEquity, a division of 1933 Fordham Financial Management, Inc. is herein acting as representative of the several Underwriters and in such capacity is hereinafter referred to as the "Securities Act". It is understood that “Representative.” The ADSs will be evidenced by American Depositary Receipts (the Issuer is concurrently entering into an International Underwriting Agreement“ADRs”) to be issued pursuant to a deposit agreement, dated on or about the date hereof Closing Date (as defined in Section 3 hereof) (the "International Underwriting “Deposit Agreement"”), with Salomon Brothers International Limited among the Company, JPMorgan Chase Bank, N.A., as depositary ("Salomon International") the “Depositary”), and the other international underwriters named therein (together with Salomon Internationalholders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the "International Option ADSs, deposit, on behalf of the Underwriters"), relating the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the concurrent offering and sale Representative for the account of 840,000 shares (the "International Securities") of Common Stock outside several Underwriters for subsequent delivery to the United States and Canada (other several Underwriters or the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to investors, as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resalecase may be.

Introductory. WinStar CommunicationsEPL Oil & Gas, Inc., a Delaware corporation (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together agrees with the Issuer, several initial purchasers named in Schedule A hereto (the "Sellers"“Purchasers”), have agreedfor whom you are acting as representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto Purchasers U.S.$300,000,000 principal amount of its 8.250% Senior Notes due 2018 (“Notes”) to be issued under an indenture, to be dated as of October 25, 2012 and as supplemented through the Closing Date (the "Underwriters") an aggregate of 3,360,000 shares “Indenture”), among the Company, the Guarantors party thereto and U.S. Bank National Association, as trustee (the "Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"“Trustee”). The Issuer also proposes to grant Notes will be unconditionally guaranteed as to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate payment of not more than 630,000 additional shares principal and interest (the "Optional “Guarantees” , and together with the Notes, the “Offered Securities"”) by all direct and indirect Domestic Subsidiaries of the Company (other than Immaterial Subsidiaries) (each such subsidiary a “Guarantor”). Capitalized terms used, but not defined herein, shall have the meanings set forth in the “Description of Notes” section of the Final Offering Circular (as hereinafter defined). The Firm Securities Purchasers have advised the Company, and the Optional Company understands, that the Purchasers will make offers to sell (the “Exempt Resales”) some or all of the Notes purchased by the Purchasers hereunder on the terms set forth in the Final Offering Circular to persons whom the Purchasers reasonably believe (i) are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act), or (ii) are herein collectively called not “U.S. persons” (as defined in Regulation S under the "U.S. Offered Securities"Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. The United States Securities Act holders of 1933 is herein referred the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the "Securities Act"Closing Date among the Company, each Guarantor and the Purchasers (the “Registration Rights Agreement”). It is understood that Pursuant to the Issuer is concurrently entering into an International Underwriting Registration Rights Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") Company and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit themeach Guarantor will agree, among other things, to sell file with the Offered Commission (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be substantially identical to the Notes, except that the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions or special mandatory redemption provisions relating to the failure to close the transactions contemplated by the Hilcorp Purchase and Sale Agreement (as defined below) (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Purchasers (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay special interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Second Amended and Restated Engagement Letter, dated October 1, 2012, between the Company and the Representatives (the “Engagement Letter”), the Purchase and Sale Agreement, dated as of September 14, 2012, between Hilcorp Energy GOM Holdings, LLC (“Hilcorp”) and the Company (as the same may be amended from time to time, the “Hilcorp Purchase and Sale Agreement”), the Escrow Agreement, dated as of the Closing Date, among the Company, the Purchasers and U.S. Bank National Association, as escrow agent (the “Escrow Agreement”), the Exchange Notes and the Private Exchange Notes are collectively referred to herein as the “Documents” , and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern. Each of the Company and each other for purposes of resale.Guarantor hereby agrees with the several Purchasers as follows:

Introductory. WinStar CommunicationsDUKE ENERGY PROGRESS, Inc.LLC, a Delaware corporation North Carolina limited liability company (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreedproposes, subject to the terms and conditions stated herein, to issue and sell $500,000,000 aggregate principal amount of First Mortgage Bonds, 5.10% Series due 2034 (the "U.S. Offering"“Bonds”) to be issued under and secured by its Mortgage and Deed of Trust, dated as of May 1, 1940 (the “Original Mortgage”), between the Company and The Bank of New York Mellon (formerly Irving Trust Company) (the “Corporate Trustee”) and Cxxxxxxx Xxxxxxx (successor to Fxxxxxxxx X. Xxxxxx), as trustees (together with the Corporate Trustee, the “Trustees”), as amended and supplemented by various supplemental indentures, including the Ninety-Fourth Supplemental Indenture, to be dated as of March 1, 2024 (the “Supplemental Indenture”) (the Original Mortgage, as so amended and supplemented, being hereinafter called the “Mortgage”). BMO Capital Markets Corp., Mizuho Securities USA LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc. (the “Representatives”) are acting as representatives of the several underwriters named in Schedule A hereto (together with the "Representatives, the “Underwriters") an aggregate of 3,360,000 shares (the "Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"”). The Issuer also proposes Company understands that the several Underwriters propose to grant offer the Bonds for sale upon the terms and conditions contemplated by (i) this Agreement and (ii) the Base Prospectus, the Preliminary Prospectus and any Permitted Free Writing Prospectus (each as defined below) issued at or prior to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. Applicable Time ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares as defined below) (the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein documents referred to in the foregoing subclause (ii) are referred to herein as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"“Pricing Disclosure Package”), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.

Introductory. WinStar Communications, Inc., a Delaware corporation (the "Issuer" or "WinStar"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have has agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. International Offering") to the several international underwriters named in Schedule A hereto (the "International Underwriters") an aggregate of 3,360,000 840,000 shares (the "Firm International Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"). It is understood that the Issuer and WinStar Multichannel Corp. ("WMC") are concurrently entering into a U.S. Underwriting Agreement, dated the date hereof (the "U.S. Underwriting Agreement"), with certain U.S. underwriters listed in Schedule A thereto (the "U.S. Underwriters"), for whom Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon") and Credit Suisse First Boston Corporation are acting as representatives (the "U.S. Representatives") relating to the concurrent offering and sale of 3,360,000 shares (the "Firm Securities") of Common Stock in the United States and Canada (the "U.S. Offering"). The Issuer also proposes to grant to the U.S. Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase for an aggregate of not more than 630,000 additional shares (the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". To provide for the coordination of their activities, the U.S. Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit permits them, among other things, to sell the Offered Securities to each other for purposes of resale.. The Issuer hereby agrees with the several International Underwriters as follows:

Introductory. WinStar Communications, Charm Communications Inc., a Delaware corporation an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together agrees with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "“Underwriters"”) an aggregate of 3,360,000 shares to issue and sell to the Underwriters 7,812,500 American Depositary Shares (the "Firm Securities") of the Issuer's Common Stock“ADSs”), $0.01 representing 15,625,000 Class A ordinary shares, par value US$0.0001 per share ("Common Stock"the “Class A Ordinary Shares”), of the Company. The Issuer aggregate of 7,812,500 ADSs representing 15,625,000 Class A Ordinary Shares to be sold by the Company is herein called the “Firm Securities”. The shareholder of the Company named in Schedule B hereto (the “Selling Shareholder”) also proposes to grant sell, severally, to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 1,171,875 additional shares ADSs representing 2,343,750 Class A Ordinary Shares (the "“Optional Securities"”). The Firm Securities and the Optional Securities are herein collectively called the "U.S. “Offered Securities"”. The United States Class A Ordinary Shares represented by the Firm Securities Act are herein called the “Firm Shares” and the Class A Ordinary Shares represented by the Optional Securities are herein called the “Optional Shares”, and the Firm Shares and the Optional Shares are herein collectively called the “Offered Shares”. The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of 1933 is herein referred [Ÿ], 2010, among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and holders and beneficial owners from time to as time of the "Securities Act"American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. It is understood that As part of the Issuer is concurrently entering into an International Underwriting offering contemplated by this Agreement, dated the date hereof Xxxxx Xxxxxxx & Co (the "International Underwriting “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement", up to 390,625 ADSs, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, the “Participants”), with Salomon Brothers International Limited as set forth in the Final Prospectus ("Salomon International"as defined herein) and under the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares heading “Underwriting” (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"“Directed Share Program”). The U.S. Offered Firm Securities and to be sold by the International Securities are collectively referred Designated Underwriter pursuant to as the "Offered Securities". To provide for Directed Share Program (the coordination “Directed ADSs”) will be sold by the Designated Underwriter pursuant to this Agreement at the initial public offering price, subject to the terms of their activitiesthis Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (the “FINRA”) and all other applicable laws, rules and regulations. Any Directed ADSs not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters and as set forth in the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resaleFinal Prospectus.

Introductory. WinStar Communications, Inc.Xxxxxxxx.xxx Limited, a Delaware corporation Cayman Islands company (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together agrees with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (the "“Underwriters"”) to issue and sell to the Underwriters, for whom you are acting as representatives (the “Representatives”), an aggregate of 3,360,000 shares 3,750,000 American Depository Shares (the "Firm Securities") of the Issuer's Common Stock“ADSs”), $0.01 each ADS representing two Class A ordinary shares, par value US$0.01 per share ("Common Stock"the “Ordinary Shares”). The Issuer also , of the Company, and Xxxx.xxx (Game) Limited (the “Selling Shareholder”), a Cayman Islands company and a wholly owned subsidiary of Xxxx.xxx Inc. (“Sohu”), proposes to grant sell to the Underwriters an optionaggregate of 3,750,000 ADSs. The 7,500,000 ADSs to be sold by the Company and the Selling Shareholder are herein called the “Firm Securities.” The Selling Shareholder also proposes to sell to the Underwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 1,125,000 additional shares ADSs (the "“Optional Securities"”). The Firm Securities and the Optional Securities are herein collectively called the "U.S. “Offered Securities".” Schedule B attached hereto lists the number of Firm Securities and maximum number of Optional Securities to be sold by the Company and the Selling Shareholder. The United States Unless the context otherwise requires, each reference to the Firm Securities, the Optional Securities Act of 1933 is or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") “Firm Shares,” “Optional Shares” and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"“Offered Shares”). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, ADSs purchased by the Underwriters and pursuant to this agreement will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a deposit agreement (the International Underwriters have “Deposit Agreement”), to be entered into an Agreement Between U.S. Underwriters among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and International Underwriters which permit them, among other things, owners and holders from time to sell time of the Offered Securities to each other for purposes of resaleADSs.

Introductory. WinStar Communications, Axxxx-Xxxxxxxx Energy Inc., a Delaware corporation (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "“Underwriters"”) an aggregate of 3,360,000 2,500,000 shares (the "“Firm Securities"Shares”) of the Issuer's its Common Stock, par value $0.01 par value per share ("the “Common Stock"”). The Issuer also proposes to grant In addition, the Company has granted to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), option to purchase up to an aggregate of not more than 630,000 additional 375,000 shares (the "“Optional Securities")Shares”) of Common Stock, as provided in Section 2. The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares, are herein collectively called the "U.S. Offered Securities"“Shares”. The United States Securities Act RBC Capital Markets Corporation has agreed to act as representative of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof several Underwriters (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon Internationalin such capacity, the "International Underwriters"), relating to “Representative”) in connection with the concurrent offering and sale of 840,000 shares the Shares. As more fully described in the Registration Statement (as defined below), the Company has agreed to purchase all of the outstanding capital stock of DLS Drilling, Logistics & Services Corporation (“DLS”), pursuant to a stock purchase agreement dated April 27, 2006. The acquisition by the Company of all of the outstanding capital stock of DLS, as described in the Registration Statement, is referred to herein as the “Acquisition.” With respect to the representations, warranties and agreements made by the Company in this Agreement concerning its subsidiaries, such representations, warranties and agreements shall be deemed to include DLS. In connection with the Acquisition, the Company will (i) offer and sell the Securities contemplated by this Agreement; (ii) offer and sell the Notes pursuant to a purchase agreement dated , 2006 between the Company, the guarantors and the initial purchasers named therein; and (iii) enter into an amendment of its $25.0 million senior secured credit facility (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"“Bank Credit Facility”). The U.S. Offered These transactions (but not including the offering of the Securities contemplated by this Agreement and the International Securities Registration Statement) are collectively referred to herein as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale“Transactions.”

Introductory. WinStar CommunicationsXxxxx Solar Limited, Inc., a Delaware corporation an exempted company limited by shares under the laws of the Cayman Islands (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together agrees with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (the "“Underwriters"”) for whom you are acting as representatives (you, in such capacity, the “Representatives”) to (i) issue and sell to the several Underwriters up to 2,504,000 American Depositary Shares (“ADSs” and each an aggregate “ADS”), each representing fifty ordinary shares, par value $0.00001 per share, of 3,360,000 shares the Company (“Shares”) (such ADSs are hereinafter referred to as “Firm Primary Securities”), and (ii) issue and lend to Deutsche Bank AG, London Branch, Barclays Bank PLC and Credit Suisse International (each in its capacity as a borrower, the “Borrower,” and together, the “Borrowers”), pursuant to and upon the terms set forth in the ADS lending agreements (the "Firm Securities") “ADS Lending Agreements”), each dated as of September 30, 2014, between the Company and each of the Issuer's Common StockBorrowers, $0.01 par value per share up to the Maximum Number of ADSs ("Common Stock"as such term is defined in the ADS Lending Agreements, the “Borrowed Securities”), such Maximum Number of ADSs being 7,829,785 as of the date hereof. The Issuer Company also proposes to grant issue and sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 1,125,000 additional shares ADSs as described in Section 3 hereof (the "“Optional Primary Securities"”). The Firm Primary Securities and the Optional Primary Securities are herein hereinafter collectively called the "U.S. Offered “Primary Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") ,” and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Primary Securities and the International Borrowed Securities are hereinafter collectively referred to as the "“Offered Securities"”. To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, The Shares to sell be represented by the Offered Securities are to each other for purposes be deposited pursuant to a deposit agreement, dated as of resaleDecember 18, 2006, as amended and restated on December 2, 2008 (the “Deposit Agreement”), among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and the owners and beneficial owners from time to time of the American Depositary Receipts (“ADRs”) to be issued under the Deposit Agreement and evidencing the Offered Securities. Concurrently with the issuance and offering of the Offered Securities, the Company is offering US$100,000,000 principal amount of its 4.0% Convertible Senior Notes due 2019 (the “Notes”) convertible into ADSs in reliance on the exemption from registration provided by Rule 144A under the Act (as defined below) and Regulation S under the Act. Deutsche Bank Securities Inc., Barclays Capital Inc. and Credit Suisse Securities (USA) LLC are acting as initial purchasers (collectively the “Initial Purchasers”) in the concurrent offering of the Notes. The Company has granted the Initial Purchasers an option to purchase up to an additional US$15,000,000 aggregate principal amount of Notes. The Company and the Initial Purchasers will be entering into a purchase agreement with respect to such concurrent offering.

Introductory. WinStar CommunicationsVital Therapies, Inc., a Delaware corporation (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together agrees with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "“Underwriters") ”), for whom Xxxxxxx Xxxxx & Associates, Inc. is acting as representative (the “Representative”), to issue and sell to the several Underwriters an aggregate of 3,360,000 8,750,000 shares (the "“Firm Securities"”) of the Issuer's Common Stockits common stock, $0.01 par value $0.0001 per share ("Common Stock"). The Issuer the “Securities”) and also proposes agrees to grant issue and sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 1,312,500 additional shares (the "“Optional Securities")”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "U.S. “Offered Securities"”. The United States Securities Act As part of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting offering contemplated by this Agreement, dated the date hereof Representative has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 3,750,000 shares in the aggregate, for sale to the Company’s directors, officers, employees and other parties associated with the Company or its directors, officers, employees or stockholders (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting.” The Firm Securities to be sold by the Underwriters (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International"“Directed Shares”) and will be sold by the other international underwriters named therein (together with Salomon International, Underwriters pursuant to this Agreement at the "International Underwriters"), relating public offering price. Any Directed Shares not properly subscribed for will be offered to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, public by the Underwriters and as set forth in the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resaleFinal Prospectus.

Introductory. WinStar CommunicationsPermian Resources Operating, Inc.LLC, a Delaware corporation limited liability company (the "Issuer" or "WinStar"“Company”), proposes to repurchase (the “Repurchase”) from each of NGP XI US Holdings, L.P. (“NGP XI”), NGP Pearl Holdings II, L.L.C. (“NGP Pearl”) and Luxe Energy LLC (“Luxe” and, collectively with NGP XI and NGP Pearl, the “Holders”), common units representing limited liability company interests in the Company (“Units”), on the terms and subject to the conditions set forth herein. The Company and the Holders agree that the Repurchase contemplated hereby is being effected in lieu of the exercise by the Holders of their redemption rights described in Section 11.01 of the Seventh Amended and Restated Limited Liability Company Agreement of the Company, dated as of November 1, 2023 (the “LLC Agreement”), and WinStar Multichannel Corp.the exercise by the Company of its right of Cash Settlement (as defined in the LLC Agreement) described in Section 11.01 of the LLC Agreement in connection with the offering contemplated by the Underwriting Agreement (as defined below). The parties hereto (including the Corporation (as defined below)) further approve and consent to the transactions contemplated hereby. Concurrently with this Repurchase Agreement (this “Agreement”), Permian Resources Corporation, a Delaware corporation and a wholly-owned subsidiary the managing member of the Issuer Company ("WMC", and, together with the Issuer, the "Sellers"“Corporation”), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "Underwriters") an aggregate of 3,360,000 shares (the "Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"). The Issuer also proposes to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares (the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreementunderwriting agreement, dated as of the date hereof (the "International “Underwriting Agreement"”), with Salomon Brothers International Limited ("Salomon International") and the Holders, the other international underwriters Selling Stockholders named in Schedule II therein (together with Salomon Internationalthe Holders, the "International Underwriters"“Selling Stockholders”) and Xxxxxxx Xxxxx & Co. LLC (the “Underwriter”), relating pursuant to which the Selling Stockholders have agreed to sell to the concurrent offering and sale of 840,000 Underwriter 51,765,000 shares (the "International Securities"“Firm Shares”) of the Corporation’s Class A Common Stock outside the United States and Canada Stock, par value $0.0001 per share (the "International Offering"“Class A Common Stock”). The U.S. Offered Securities and Company hereby confirms its agreements with the International Securities are collectively referred to Holders as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.follows:

Introductory. WinStar Communications, Axxxx-Xxxxxxxx Energy Inc., a Delaware corporation (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "“Underwriters"”) an aggregate of 3,360,000 2,500,000 shares (the "“Firm Securities"Shares”) of the Issuer's its Common Stock, par value $0.01 par value per share ("the “Common Stock"”). The Issuer also proposes to grant In addition, the Company has granted to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), option to purchase up to an aggregate of not more than 630,000 additional 375,000 shares (the "“Optional Securities")Shares”) of Common Stock, as provided in Section 2. The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares, are herein collectively called the "U.S. Offered Securities"“Shares”. The United States Securities Act RBC Capital Markets Corporation has agreed to act as representative of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof several Underwriters (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon Internationalin such capacity, the "International Underwriters"), relating to “Representative”) in connection with the concurrent offering and sale of 840,000 shares the Shares. As more fully described in the Registration Statement (as defined below), the Company has agreed to purchase all of the outstanding capital stock of DLS Drilling, Logistics & Services Corporation (“DLS”), pursuant to a stock purchase agreement dated April 27, 2006. The acquisition by the Company of all of the outstanding capital stock of DLS is referred to herein as the “Acquisition.” With respect to the representations, warranties and agreements made by the Company in this Agreement concerning its subsidiaries, such representations, warranties and agreements shall be deemed to include DLS. In connection with the Acquisition, the Company will (i) offer and sell the Securities contemplated by this Agreement; (ii) offer and sell the Notes as defined in the purchase agreement dated , 2006 between the Company, the Guarantors and the Initial Purchasers named therein; and (iii) enter into an amendment of its $25.0 million senior secured credit facility (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"“Bank Credit Facility”). The U.S. Offered These transactions (but not including the offering of Securities contemplated by this Agreement and the International Securities Registration Statement) are collectively referred to herein as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale“Transactions.”

Introductory. WinStar CommunicationsJupai Holdings Limited, Inc., a Delaware corporation an exempted company incorporated in the Cayman Islands with limited liability (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together agrees with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A A-1 hereto (the "“Underwriters") ”), for whom you are acting as the representative (the “Representative”), to issue and sell to the several Underwriters an aggregate of 3,360,000 4,400,000 American depositary shares (the "Firm Securities") “ADSs”), each ADS representing six ordinary shares of the Issuer's Common Stock, $0.01 Company of par value $0.0005 per share ("Common Stock"“Ordinary Shares”), and each person listed in Schedule A-2 annexed hereto other than the Company (each a “Selling Shareholder”, and collectively, the “Selling Shareholders”), severally and not jointly, agrees with the Underwriters to sell to the Underwriters that certain number of ADSs set forth opposite its name on Schedule A-2 (the aggregate of 1,466,000 ADSs to be issued and/or sold by the Company and the Selling Shareholders being hereinafter referred to as the “Firm Securities”). The Issuer Company also proposes agrees to grant issue and sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 879,900 additional shares ADSs (the "“Optional Securities"”). Schedule A-2 attached hereto sets forth the number of Firm Securities and Optional Securities to be issued and/or sold by each of the Company and the Selling Shareholders. The Firm Securities and the Optional Securities are herein collectively called the "U.S. “Offered Securities"”. The United States Securities Act As part of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting offering contemplated by this Agreement, dated the date hereof Credit Suisse Securities (USA) LLC (the "International Underwriting Agreement"“Designated Underwriter”) has agreed to reserve out of the Firm Securities being purchased by the Underwriters under this Agreement up to 469,280 ADSs for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, the “Participants”), with Salomon Brothers International Limited as set forth in the Final Prospectus ("Salomon International"as defined herein) and under the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares heading “Underwriting” (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"“Directed Share Program”). The U.S. Offered Firm Securities and to be sold by the International Securities are collectively referred Designated Underwriter pursuant to as the "Offered Securities"Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. To provide Any Directed Shares not subscribed for by the coordination end of their activities, the business day on which this Agreement is executed will be offered to the public by the Underwriters and as set forth in the International Final Prospectus. The ADSs being purchased by the Underwriters have will be issued pursuant to a deposit agreement dated as of [·], 2015 (the “Deposit Agreement”), entered into an Agreement Between U.S. Underwriters among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and International Underwriters which permit them, among other things, all owners and beneficial owners from time to sell time of the Offered Securities to each other for purposes of resaleADSs.

Introductory. WinStar Communications, Inc.Gulfport Energy Corporation, a Delaware corporation (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together agrees with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (the "“Underwriters"”) to issue and sell to the several Underwriters 2,400,000 shares of its common stock, par value $0.01 per share (“Securities”), and CD Holding Company, LLC, a Delaware limited liability company (the “Selling Stockholder”), agrees with the several Underwriters to sell to the several Underwriters an aggregate of 3,360,000 2,400,000 outstanding shares of the Securities (such 4,800,000 shares of the "Securities being hereinafter referred to as the “Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"”). The Issuer Company also proposes agrees to grant issue and sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 360,000 additional shares, and the Selling Stockholder also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 360,000 additional shares, of their respective Securities (such 720,000 shares (of the "Securities being hereinafter referred to as the “Optional Securities")”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "U.S. “Offered Securities". .” The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Firm Securities and the International Optional Securities offered by the Company under this Agreement are herein collectively referred to as called the "“Company Offered Securities". To provide for the coordination of their activities, the Underwriters .” The Firm Securities and the International Underwriters have entered into an Optional Securities offered by the Selling Stockholder under this Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell are herein collectively called the “Selling Stockholder Offered Securities to each other for purposes of resaleSecurities.”

Introductory. WinStar Communications, Inc.argenx SE, a Delaware corporation Dutch European public company with limited liability (Societas Europaea or SE), (the "Issuer" or "WinStar"“Company”), proposes to issue and WinStar Multichannel Corp.sell, a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject pursuant to the terms and conditions stated herein, to issue and sell of this Underwriting Agreement (the "U.S. Offering") “Agreement”), to the several underwriters named in Schedule A hereto (the "“Underwriters") ,” or, each, an “Underwriter”), an aggregate of 3,360,000 shares [·] ordinary shares, nominal value €0.10 per share (the "Firm Securities"“Ordinary Shares”) of the Issuer's Common Stock, $0.01 par value per share Company to be delivered in the form of an aggregate of [·] American Depositary Shares of the Company ("Common Stock"“ADSs”). The Issuer aggregate of [·] ADSs so proposed to be issued and sold is hereinafter referred to as the “Firm ADSs.” The Company also proposes to grant issue and sell to the Underwriters Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), additional [·] Ordinary Shares to purchase be delivered in the form of up to an aggregate of not more than 630,000 additional shares [·] ADSs (the "“Optional Securities"ADSs”). The Firm Securities ADSs and the Optional Securities ADSs are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are hereinafter collectively referred to as the "“Offered ADSs.” The Offered ADSs and the Ordinary Shares underlying such ADSs are hereinafter collectively referred to as the “Securities"”. To provide Xxxxx and Company, LLC and Xxxxx Xxxxxxx & Co. are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” The Company shall, following subscription by the Underwriters of the Offered ADSs, deposit, on behalf of the Underwriters, the Ordinary Shares being delivered in the form of the Offered ADSs with ING Bank N.V. as custodian (the “Custodian”) for The Bank of New York Mellon (the “Depositary”), which shall deliver the Offered ADSs to the Representative for the coordination account of their activitiesthe several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be. Each ADS will represent one Ordinary Share and will be evidenced by American Depository Receipts (“ADRs”) to be issued by the Depositary, pursuant to the deposit agreement dated [•], 2017 (the “Deposit Agreement”) by and among the Company, the Underwriters Depositary and the International holders and beneficial holders from time to time of the ADSs. Each reference herein to an ADR shall include the corresponding ADS and vice versa. The Company understands that the Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, propose to sell make a public offering of the Offered Securities to each other for purposes of resale.ADSs as soon as the Representatives deem advisable after this Agreement has been executed and

Introductory. WinStar CommunicationsPermian Resources Operating, Inc.LLC, a Delaware corporation limited liability company (the "Issuer" or "WinStar"“Company”), proposes to repurchase (the “Repurchase”) from each of NGP XI US Holdings, L.P. (“NGP XI”), NGP Pearl Holdings II, L.L.C. (“NGP Pearl”) and Luxe Energy, LLC (“Luxe” and, collectively with NGP XI and NGP Pearl, the “Holders”), common units representing limited liability company interests in the Company (“Units”), on the terms and subject to the conditions set forth herein. The Company and the Holders agree that the Repurchase contemplated hereby is being effected in lieu of the exercise by the Holders of their redemption rights described in Section 11.01 of the Sixth Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 1, 2022 (the “LLC Agreement”), and WinStar Multichannel Corp.the exercise by the Company of its right of Cash Settlement (as defined in the LLC Agreement) described in Section 11.01 of the LLC Agreement in connection with the offering contemplated by the Underwriting Agreement (as defined below). The parties hereto (including the Corporation (as defined below)) further approve and consent to the transactions contemplated hereby. Concurrently with this Repurchase Agreement (this “Agreement”), Permian Resources Corporation, a Delaware corporation and a wholly-owned subsidiary the managing member of the Issuer Company ("WMC"the “Corporation”), andis entering into an underwriting agreement, together dated as of the date hereof (the “Underwriting Agreement”), with the IssuerHolders and X.X. Xxxxxx Securities LLC, BofA Securities, Inc. and Truist Securities, Inc., as representatives of the "Sellers"several underwriters listed therein (the “Underwriters”), pursuant to which the Holders have agreed, subject agreed to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "Underwriters") an aggregate of 3,360,000 Underwriters 21,450,000 shares (the "“Firm Securities"Shares”) of the Issuer's Corporation’s Class A Common Stock, $0.01 par value $0.0001 per share ("the “Class A Common Stock"”). The Issuer Holders also proposes agreed to grant sell to the Underwriters an optionseveral Underwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 3,217,500 additional shares (the "“Optional Securities")Shares” and, together with the Firm Shares, the “Offered Shares”) of Class A Common Stock. The Firm Securities and Company hereby confirms its agreements with the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to Holders as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.follows:

Introductory. WinStar Communications, Inc., a Delaware corporation (the "Issuer" or "WinStar"), and WinStar Multichannel Genesis Park Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Cayman Islands exempted company (the Issuer ("WMC", and, together with the Issuer, the "Sellers"“Company”), have agreedproposes, upon the terms and subject to the terms and conditions stated hereinset forth in this agreement (this “Agreement”), to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "“Underwriters"”) an aggregate of 3,360,000 shares 15,000,000 units of the Company (the "Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"“Units”). The Issuer also proposes 15,000,000 Units to grant be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), option to purchase up to an aggregate of not more than 630,000 additional shares (2,250,000 Units as provided in Section 2 hereof. The additional 2,250,000 Units to be sold by the "Company pursuant to such option are collectively called the “Optional Securities"). .” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the "U.S. “Offered Securities".” Xxxxxxxxx LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one Class A Ordinary Share (the “Public Warrant(s)”). The United States Securities Act of 1933 is herein referred to as Class A Ordinary Shares and Public Warrants included in the "Securities Act". It is understood that Units will not trade separately until the Issuer is concurrently entering into an International Underwriting Agreement, dated 52nd day following the date hereof of the IPO Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the "International Underwriting Agreement"“Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon Internationalonly a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the "International Underwriters"term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, relating share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses. The Company has prepared and filed with the Commission a registration statement on Form S-1, File No. 333-249066 which contains a form of prospectus to be used in connection with the concurrent offering Offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for Such registration statement, as amended, including the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.financial statements,

Introductory. WinStar Communications, Inc.Chemspec International Limited, a Delaware corporation company incorporated in the Cayman Islands with limited liability (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together agrees with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule B hereto (the “Underwriters”) to issue and sell to the several Underwriters [ ] American depositary shares (the “ADSs”), each ADS representing 60 ordinary shares of the Company at par value HK $0.01 per share (“Ordinary Shares”) and the shareholders listed in Schedule A hereto (the "Underwriters"“Selling Shareholders”) agree severally with the Underwriters to sell to the several Underwriters an aggregate of 3,360,000 shares [ ] ADSs (such [ ] ADSs being hereinafter referred to as the "“Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"”). The Issuer Company also proposes agrees to grant issue and sell, and the Selling Shareholders agree to sell, to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 [ ] additional shares ADSs (the "“Optional Securities"”). The Firm Securities and the Optional Securities Securities, in each case including the underlying Ordinary Shares are herein collectively called the "U.S. “Offered Securities"”. The United States Offered Securities Act purchased by the Underwriters will be evidenced by American depositary receipts (“ADRs”) to be issued pursuant to a deposit agreement dated as of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting AgreementJune [ ], dated the date hereof 2009 (the "International Underwriting “Deposit Agreement"”) to be entered into among the Company, Citibank, N.A., as depositary (the “Depositary”), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein holders and beneficial owners from time to time of the ADRs. Credit Suisse Securities (together with Salomon International, the "International Underwriters"), relating to the concurrent offering USA) LLC and sale of 840,000 shares Citigroup Global Markets Inc. shall act as representative (the "International Securities"“Representatives”) of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resaleUnderwriters.

Introductory. WinStar CommunicationsAcorn International, Inc., a Delaware corporation an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A B attached hereto (the "“Underwriters"”) an aggregate of 3,360,000 6,700,000 American depositary shares (the "Firm Securities") “ADSs”), each representing three ordinary shares, par value $0.01 per share, of the Issuer's Common StockCompany (each an “Ordinary Share”), $0.01 par value per share and the shareholders listed in Schedule A attached hereto ("Common Stock"). The Issuer also the “Selling Shareholders”) proposes severally to grant sell to the Underwriters an optionaggregate of 1,000,000 ADSs (the aggregate of 7,700,000 ADSs to be sold by the Company and the Selling Shareholders being hereinafter referred to as the “Firm ADSs”). The Company also proposes to sell to the Underwriters, exercisable by at the option of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Xxxxxx Inc. Incorporated and Deutsche Bank Securities Inc., as representatives of the Underwriters ("Salomon"the “Representatives”), to purchase an aggregate of not more than 630,000 1,155,000 additional shares ADSs, as set forth in Schedule B attached hereto (the "1,155,000 additional ADSs sold by the Company being hereinafter referred to as the “Optional Securities"ADSs”). The Firm Securities ADSs and the Optional Securities ADSs are herein collectively called the "U.S. “Offered Securities"ADSs”. Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Ordinary Shares underlying such ADSs. The United States Securities Act of 1933 is herein referred Offered ADSs will be evidenced by American depositary receipts (“ADRs”) to as be issued pursuant to the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting AgreementDeposit Agreement dated on or about [•], dated the date hereof 2007 (the "International Underwriting “Deposit Agreement"”) among the Company, Citibank, N.A., as depositary (the “Depositary”), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together holders and beneficial owners from time to time of the ADRs. Permitted Free Writing Prospectus used herein means the documents listed on Schedule D hereto and the electronic road show that has been approved by the Company and you for use in connection with Salomon International, the "International Underwriters"), relating to offering of the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering")Offered ADSs contemplated hereby. The U.S. Underwriters have not offered or sold and will not offer or sell, without the Company’s consent, any Offered Securities ADSs by means of any “free writing prospectus” (as defined in Rule 405 under the Act) that is not a Permitted Free Writing Prospectus and the International Securities are collectively referred that either (i) is required to as the "Offered Securities". To provide for the coordination of their activities, be filed by the Underwriters and with the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, Commission pursuant to sell Rule 433 under the Offered Securities to each other for purposes of resaleAct or (ii) contains any “issuer information” (as defined in Rule 433 under the Act) that has not theretofore been filed with the Commission by the Company.

Introductory. WinStar Communications, BEST Inc., a Delaware corporation an exempted company incorporated in the Cayman Islands (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreedagrees, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (the "“Underwriters") ”), an aggregate of 3,360,000 shares 53,560,000 American Depositary Shares (“ADSs”), each ADS representing one Class A ordinary share, par value US$0.01 per share (the "Firm Securities"“Ordinary Shares”) of the Issuer's Common StockCompany, $0.01 par value per share and the shareholders listed in Schedule B hereto ("Common Stock"). The Issuer also proposes the “Selling Shareholders”) severally and not jointly agree, subject to grant the terms and conditions stated herein, to sell to the Underwriters an optionaggregate of 8,540,000 ADSs. At the election of the Underwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. certain of the Selling Shareholders ("Salomon")to the extent indicated in Schedule B hereto) severally and not jointly agree, subject to the terms and conditions stated herein, to purchase sell up to an aggregate of not more than 630,000 9,315,000 additional shares (ADSs. The aggregate of 62,100,000 ADSs to be sold by the "Company and the Selling Shareholders are hereinafter referred to as the “Firm Securities,” and the aggregate of up to 9,315,000 additional ADSs to be sold by certain Selling Shareholders are hereinafter referred to as the “Optional Securities").” Schedule B attached hereto lists the number of Firm Securities and maximum number of Optional Securities to be sold by each of the Selling Shareholders. The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are hereinafter collectively referred to as the "“Offered Securities". To provide for .” Unless the coordination of their activitiescontext otherwise requires, each reference to the Firm Securities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to each as the “Offered Shares”). The Underwriters have agreed to reserve a portion of the Offered Shares to be purchased by them under this Agreement for sale to the Company’s directors, officers, employees and business associates and other parties related to the Company (collectively, “Participants”), as set forth in the Final Prospectus under the heading “Underwriting” (the “Directed Share Program”). The Directed Share Program shall be administered by X.X. Xxxxxx Securities LLC (with respect to Directed Shares (as defined below) offered in the United States) and CLSA Limited (with respect to Directed Shares offered outside of the United States) (together, the “DSP Underwriters”). The ADSs to be sold pursuant to the Directed Share Program are referred to hereinafter as the “Directed Shares”. Any Directed Shares not confirmed orally or in writing for purposes purchase by any Participant by 9:00 A.M. (New York City time) on the day following the date of resalethis Agreement will be offered to the public by the Underwriters as set forth in the Final Prospectus. The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of , 2017 among the Company, Citibank, N.A., as depositary (the “Depositary”), and holders and beneficial owners from time to time of the American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs.

Introductory. WinStar CommunicationsDerma Sciences, Inc., a Delaware Pennsylvania corporation (the "Issuer" or "WinStar"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, “Company”) proposes to issue and sell (the "U.S. Offering") to the several underwriters named in listed on Schedule A hereto (each an “Underwriter” and collectively, the "“Underwriters"”) an aggregate of 3,360,000 972,000 shares (the "“Firm Securities"Shares”) of the Issuer's Common Stockits common stock, $0.01 par value $.01 per share ("“Common Stock") and warrants (collectively, the “Firm Warrants”) to purchase up to 324,000 shares of Common Stock (the “Warrant Shares”) at any time on or before February 16, 2015 (the “Warrant Expiration Date”) for. All of the terms of the Firm Warrants are set forth in the form of warrant certificate (the “Warrant Certificate”) filed as an exhibit to the Registration Statement (as defined below). The Issuer also proposes to grant to In addition, the Company has granted the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), option to purchase up to an aggregate additional 145,800 shares of not more than 630,000 additional shares Common Stock (the "Optional Securities")“Option Shares”) and warrants to purchase 48,600 shares of Common Stock (the “Option Warrants” as provided in Section 2. The Unless specified to the contrary, all references herein to (i) “Shares” shall be deemed to include the Firm Securities Shares and the Optional Securities are herein collectively called Option Shares (to the "U.S. Offered extent the aforementioned option has been exercised); (ii) “Warrants” shall be deemed to include the Firm Warrants and the Option Warrants; (iii) “Warrant Shares” shall be deemed to refer to the shares of Common Stock issuable upon exercise of the Warrants; and (iv) “Securities"” shall be deemed to include the Shares, the Warrants and the Warrant Shares. The United States Securities Act Rxxxxx & Rxxxxxx, LLC is acting as representative of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof Underwriters (the "International Underwriting Agreement"), “Representative”) in connection with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") . In consideration of Common Stock outside the United States mutual agreements contained herein and Canada (of the "International Offering"). The U.S. Offered Securities and interests of the International Securities are collectively referred to as parties in the "Offered Securities". To provide for the coordination of their activitiestransactions contemplated hereby, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.parties hereto agree as follows:

Introductory. WinStar Communications, Inc.SINA Corporation, a Delaware Cayman Islands corporation (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreedproposes, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters initial purchasers named in Schedule A hereto (the "Underwriters"“Purchasers”) an U.S.$80,000,000 aggregate principal amount of 3,360,000 shares its Zero Coupon Convertible Subordinated Notes due 2023 (the "“Firm Securities"”) of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"). The Issuer and also proposes to grant to the Underwriters Purchasers an option, exercisable from time to time by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), Credit Suisse First Boston LLC to purchase an aggregate of not more than 630,000 up to an additional shares U.S.$20,000,000 principal amount (“Optional Securities”) of its Zero Coupon Convertible Subordinated Notes due 2023, to be issued under an indenture, which is expected to be entered into on July 7, 2003 (the "Optional Securities"“Indenture”), between the Company and The Bank of New York, as Trustee. The Firm Securities and the Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the "U.S. “Offered Securities"”. The United States Securities Act of 1933 1933, as amended, is herein referred to as the "“Securities Act". It is understood that .” The holders of the Issuer is concurrently entering into an International Underwriting Agreement, dated Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date hereof herewith among the Company and the Purchasers (the "International Underwriting “Registration Rights Agreement"”), pursuant to which the Company agrees to file a registration statement with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares Securities Exchange Commission (the "International Securities"“Commission”) registering the resale of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Underlying Shares, as hereinafter defined, under the Securities are collectively referred to Act. The Company hereby agrees with the several Purchasers as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.follows:

Introductory. WinStar CommunicationsBanco Nacional de Panamá (the “Seller”), Inc.acting not in its individual capacity but solely as trustee of the Fondo Fiduciario para el Desarrollo (the “Fund”), a Delaware corporation trust fund formed and existing under the laws of the Republic of Panama (the "Issuer" “Republic” or "WinStar"“Panama”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary proposes to sell certain unsecured debt securities of the Issuer Republic that the Seller owns, which have been registered for resale by the Seller under the registration statement referred to in Section 2(a) ("WMC", and, together with the Issuer, the "Sellers"“Registered Securities”), have agreed, subject . The Republic will not issue or sell any Registered Securities pursuant to the terms and conditions stated herein, to issue and sell of this Underwriting Agreement. The Registered Securities were issued under a fiscal agency agreement (the "U.S. Offering") to “Fiscal Agency Agreement”), dated as of September 26, 1997 between the several underwriters named in Schedule A hereto Republic and the fiscal agent (the "Underwriters") an aggregate “Fiscal Agent”), The Bank of 3,360,000 shares New York Mellon (the "Firm Securities") as successor to JPMorgan Chase Bank, N.A.), as amended by Amendment No. 1 thereto, dated as of September 4, 2003. Particular series of the Issuer's Common Stock, $0.01 par value per share ("Common Stock")Registered Securities will be sold pursuant to a Terms Agreement referred to in Section 4. The Issuer also proposes to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares (the "Optional Securities"). The Firm Registered Securities and the Optional Securities involved in any such offering are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein hereinafter referred to as the "Securities Act"“Offered Securities”. It is understood that The firm or firms which agree to act on behalf of the Issuer is concurrently entering into an International Underwriting Agreement, dated Seller in connection with the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively hereinafter referred to as the "Offered Securities". To provide for “Underwriters” of such securities, and the coordination representative or representatives of their activitiesthe Underwriters, if any, specified in a Terms Agreement referred to in Section 4 are hereinafter referred to as the “Representatives”; provided, however, that, if the Terms Agreement does not specify any representative of the Underwriters, the Underwriters term “Representatives”, as used in this Agreement (other than in Sections 2(b), 9 and 15) shall mean the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resaleUnderwriters”.

Introductory. WinStar CommunicationsCymer, Inc., a Delaware Nevada corporation (the "Issuer" or "WinStarCOMPANY"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreedproposes, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters initial purchasers named in Schedule A hereto (the "UnderwritersPURCHASERS") an aggregate U.S.$200 million principal amount of 3,360,000 shares its 3.5% Convertible Subordinated Notes due 2009 (the "Firm SecuritiesFIRM SECURITIES") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"). The Issuer and also proposes to grant to the Underwriters Purchasers an option, exercisable from time to time by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), Credit Suisse First Boston Corporation to purchase an aggregate of not more than 630,000 up to an additional shares $50 million principal amount ("OPTIONAL SECURITIES") of its 3.5% Convertible Subordinated Notes due 2009, each to be issued under an indenture, dated as of February 15, 2002 (the "Optional SecuritiesINDENTURE"), between the Company and State Street Bank and Trust Company of California, N.A., as Trustee. The Firm Securities and the Optional Securities (which the Purchasers may elect to purchase pursuant to Section 3 hereof), together with the shares of the Company's common stock into which the Firm Securities and Optional Securities are convertible in accordance with the Indenture, are herein collectively called the "U.S. Offered SecuritiesOFFERED SECURITIES". The United States Securities Act of 1933 is herein referred to as the "SECURITIES ACT." The holders of the Offered Securities Act". It is understood that will be entitled to the Issuer is concurrently entering into an International Underwriting Agreementbenefits of a Registration Rights Agreement (as hereinafter defined), dated pursuant to which the date hereof Company will agree to file a registration statement with the Securities and Exchange Commission (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon InternationalCOMMISSION") and registering the other international underwriters named therein (together with Salomon International, resale of the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Underlying Shares (as hereinafter defined) under the Securities are collectively referred to Act. The Company hereby agrees with the several Purchasers as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.follows:

Introductory. WinStar CommunicationsBeasxxx Xxxadcast Group, Inc., a Delaware corporation (the "Issuer" or "WinStarCompany"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "Underwriters") an aggregate of 3,360,000 6,850,000 shares (the "Firm Securities") of the Issuer's its Class A Common Stock, $0.01 par value $.001 per share (the "Common StockSecurities"). The Issuer , and also proposes to grant issue and sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 1,027,500 additional shares (the "Optional Securities")) of its Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act ." As part of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting offering contemplated by this Agreement, dated the date hereof Credit Suisse First Boston Corporation (the "International Underwriting Designated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 342,500 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), with Salomon Brothers International Limited as set forth in the Prospectus (as defined herein) under the heading "Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares Underwriting" (the "International Securities") of Common Stock outside the United States and Canada (the "International OfferingDirected Share Program"). The U.S. Offered Firm Securities and to be sold by the International Securities are collectively referred Designated Underwriter pursuant to as the Directed Share Program (the "Offered SecuritiesDirected Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. To provide Any Directed Shares not orally confirmed for purchase by a Participant by the coordination end of their activities, the business day on which this Agreement is executed will be offered to the public by the Underwriters and as set forth in the International Prospectus. The Company hereby agrees with the several Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell named in Schedule A hereto (the Offered Securities to each other for purposes of resale."Underwriters") as follows:

Introductory. WinStar Communications, Inc.argenx SE, a Delaware corporation Dutch European public company with limited liability (Societas Europaea or SE), (the "Issuer" or "WinStar"“Company”), proposes to issue and WinStar Multichannel Corp.sell, a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject pursuant to the terms and conditions stated herein, to issue and sell of this Underwriting Agreement (the "U.S. Offering") “Agreement”), to the several underwriters named in Schedule A hereto (the "“Underwriters") ,” or, each, an “Underwriter”), an aggregate of 3,360,000 shares [·] ordinary shares, nominal value €0.10 per share (the "Firm Securities"“Ordinary Shares”) of the Issuer's Common Stock, $0.01 par value per share Company to be delivered in the form of an aggregate of [·] American Depositary Shares of the Company ("Common Stock"“ADSs”). The Issuer aggregate of [·] ADSs so proposed to be issued and sold is hereinafter referred to as the “Firm ADSs.” The Company also proposes to grant issue and sell to the Underwriters Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), additional [·] Ordinary Shares to purchase be delivered in the form of up to an aggregate of not more than 630,000 additional shares [·] ADSs (the "“Optional Securities"ADSs”). The Firm Securities ADSs and the Optional Securities ADSs are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are hereinafter collectively referred to as the "“Offered ADSs.” The Offered ADSs and the Ordinary Shares underlying such ADSs are hereinafter collectively referred to as the “Securities"”. To provide Xxxxx and Company, LLC and Xxxxx Xxxxxxx & Co. are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” The Company shall, following subscription by the Underwriters of the Offered ADSs, deposit, on behalf of the Underwriters, the Ordinary Shares being delivered in the form of the Offered ADSs with ING Bank N.V. as custodian (the “Custodian”) for The Bank of New York Mellon (the “Depositary”), which shall deliver the Offered ADSs to the Representative for the coordination account of their activitiesthe several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be. Each ADS will represent one Ordinary Share and will be evidenced by American Depository Receipts (“ADRs”) to be issued by the Depositary, pursuant to the deposit agreement dated May 17, 2017 (the “Deposit Agreement”) by and among the Company, the Underwriters Depositary and the International holders and beneficial holders from time to time of the ADSs. Each reference herein to an ADR shall include the corresponding ADS and vice versa. The Company understands that the Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, propose to sell make a public offering of the Offered Securities to each other for purposes of resale.ADSs as soon as the Representatives deem advisable after this Agreement has been executed and

Introductory. WinStar Communications, Airspan Networks Inc., a Delaware Washington corporation (the "Issuer" or "WinStarCompany"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "Underwriters") an aggregate of 3,360,000 5,000,000,000 shares (the "Firm SecuritiesSecurities ") of the Issuer's its Common Stock, $0.01 .0003 par value per share ("Common StockSecurities"). The Issuer ) and also proposes to grant issue and sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 750,000 additional shares (the "Optional Securities")) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act As part of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting offering contemplated by this Agreement, dated the date hereof Xxxxxx Brothers Inc. (the "International Underwriting Designated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 300,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), with Salomon Brothers International Limited as set forth in the Prospectus (as defined herein) under the heading "Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares Underwriting" (the "International Securities") of Common Stock outside the United States and Canada (the "International OfferingDirected Share Program"). The U.S. Offered Firm Securities and to be sold by the International Securities are collectively referred Designated Underwriter pursuant to as the Directed Share Program (the "Offered SecuritiesDirected Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. To provide Any Directed Shares not subscribed for by the coordination end of their activities, the business day on which this Agreement is executed will be offered to the public by the Underwriters and as set forth in the International Prospectus. The Company hereby agrees with the several Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.named in Schedule A hereto ("Underwriters") as follows:

Introductory. WinStar CommunicationsTELA Bio, Inc., a Delaware corporation (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "“Underwriters"”) an aggregate of 3,360,000 [·] shares (the "Firm Securities") of the Issuer's Common Stockits common stock, $0.01 par value $[·] per share ("Common Stock"the “Shares”). The Issuer also proposes [·] Shares to grant be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), option to purchase up to an aggregate of not more than 630,000 additional shares (the "Optional Securities")[·] Shares as provided in Section 2. The Firm Securities and additional [·] Shares to be sold by the Optional Securities Company pursuant to such option are herein collectively called the "U.S. “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof Shares.” Xxxxxxxxx LLC (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International"“Jefferies”) and Xxxxx Xxxxxxx & Co. (“Xxxxx Xxxxxxx”) have agreed to act as representatives of the other international underwriters named therein several Underwriters (together with Salomon Internationalin such capacity, the "International Underwriters"), relating to “Representatives”) in connection with the concurrent offering and sale of 840,000 shares the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Representatives agree that up to [·] of the Firm Shares to be purchased by the Underwriters (the "International Securities"“Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of Common Stock outside the United States Company and Canada persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered Shares by the Underwriters (the "International Offering")“Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The U.S. Offered Securities and Directed Share Program shall be administered by the International Securities are collectively referred to as the "Offered Securities"Representatives. To provide the extent that the Directed Shares are not orally confirmed for purchase by the coordination Participants by the end of their activitiesthe first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters and as part of the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resalepublic offering contemplated hereby.

Introductory. WinStar Communications, Inc.Crescent Energy OpCo LLC, a Delaware corporation limited liability company (the "Issuer" or "WinStar"“Company”), proposes to repurchase (the “Repurchase”) from Independence Energy Aggregator L.P., a Delaware limited partnership (the “Holder”), units representing membership interests in the Company (“Units”), on the terms and subject to the conditions set forth herein. The Company and the Holder agree that the Repurchase contemplated hereby is being effected in lieu of the exercise by the Holder of its redemption right described in Section 3.6(a)(i) of the Amended and Restated Limited Liability Company Agreement of the Company, dated as of December 7, 2021 (the “LLC Agreement”), and WinStar Multichannel Corp.the exercise by the Company of its cash election right described in Section 3.6(a)(iii) of the LLC Agreement in connection with the offering contemplated by the Underwriting Agreement (as defined below). The parties hereto (including Crescent (as defined below)) further approve and consent to the transactions contemplated hereby. Concurrently with this Repurchase Agreement (this “Agreement”), Crescent Energy Company, a Delaware corporation and a wholly-owned subsidiary the managing member of the Issuer Company ("WMC"“Crescent”), andis entering into an underwriting agreement, together dated as of the date hereof (the “Underwriting Agreement”), with the IssuerHolder and Xxxxx Fargo Securities, LLC and Evercore Group L.L.C., as representatives of the "Sellers"several underwriters listed therein (the “Underwriters”), have agreed, subject pursuant to which the terms and conditions stated herein, Holder has agreed to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "Underwriters") an aggregate of 3,360,000 Underwriters 12,000,000 shares (the "“Firm Securities"Shares”) of the Issuer's Common StockCrescent’s Class A common stock, $0.01 par value $0.0001 per share ("the “Class A Common Stock"”). The Issuer Holder has also proposes agreed to grant sell to the Underwriters an optionseveral Underwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 1,800,000 additional shares (the "“Optional Securities")Shares” and, together with the Firm Shares, the “Offered Shares”) of Class A Common Stock. The Firm Securities and Company hereby confirms its agreements with the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to Holder as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.follows:

Introductory. WinStar CommunicationsRadiant Systems, Inc., a Delaware Georgia corporation (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in on Schedule A hereto (the "“Underwriters"”) an aggregate of 3,360,000 3,500,000 shares (the "Firm Securities") of the Issuer's Common Stockits common stock, $0.01 no par value per share ("Common Stock"the “Shares”). The Issuer also proposes , and the stockholders of the Company named in Schedule B (collectively, the “Selling Stockholders”) severally propose to grant sell to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares (the "Optional Securities")1,193,848 Shares. The 3,500,000 Shares to be sold by the Company are referred to as “Firm Securities Primary Shares” and the Optional Securities 1,193,848 Shares to be sold by the Selling Stockholders are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that “Firm Secondary Shares” and collectively are referred to as the Issuer is concurrently entering into “Firm Shares.” In addition, the Company has granted to the Underwriters an International Underwriting Agreement, dated option to purchase up to an additional 2,062 Shares and the date hereof (Selling Stockholders have severally granted to the "International Underwriting Agreement")Underwriters an option to purchase up to an additional 702,015 Shares, with Salomon Brothers International Limited ("Salomon International") each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B, all as provided in Section 2. The additional 2,062 Shares to be sold by the Company pursuant to such option are referred to as the “Optional Primary Shares” and the other international underwriters named therein (together with Salomon International, additional 702,015 Shares to be sold by the "International Underwriters"), relating Selling Stockholders pursuant to such option are referred to as the concurrent offering “Optional Secondary Shares” and sale of 840,000 shares (collectively are referred to as the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). “Optional Shares.” The U.S. Offered Securities Firm Primary Shares and the International Securities Optional Primary Shares are collectively referred to as the "Offered Securities". To provide for “Primary Shares” and the coordination of their activitiesFirm Secondary Shares and the Optional Secondary Shares are collectively referred to as the “Secondary Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies & Company, Inc. (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-162309), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the International Underwriters have entered into an Agreement Between U.S. Underwriters rules and International Underwriters which permit themregulations promulgated thereunder (collectively, among other thingsthe “Securities Act”), to sell the Offered Securities to each other for purposes of resale.including all documents

Introductory. WinStar Communications, Inc.Bavarian Nordic A/S, a Delaware corporation public limited liability company organized and existing under the laws of the Kingdom of Denmark (the "Issuer" or "WinStar"“Company”), proposes to issue and WinStar Multichannel Corp.sell, a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject pursuant to the terms and conditions stated hereinof this Agreement, to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "“Underwriters") ,” or, each, an “Underwriter”), an aggregate of 3,360,000 shares [·] ordinary shares, nominal value DKK 10 per share, of the Company (the "Firm Securities"“Ordinary Shares”) to be delivered in the form of an aggregate of [·] American Depositary Shares of the Issuer's Common Stock, $0.01 par value per share Company ("Common Stock"“ADSs”). The Issuer aggregate of [·] ADSs so proposed to be sold is hereinafter referred to as the “Firm ADSs”. The Company also proposes to grant issue and sell to the Underwriters Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), additional [·] Ordinary Shares to purchase be delivered in the form of up to an aggregate of not more than 630,000 additional shares [·] ADSs (the "“Optional Securities"ADSs”). The Firm Securities ADSs and the Optional Securities ADSs are herein hereinafter collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act"“Offered ADSs”. It is understood that The Ordinary Shares to be delivered in the Issuer is concurrently entering into an International Underwriting Agreementform of Firm ADSs are hereinafter referred to as the “Firm Stock,” and the Ordinary Shares to be delivered in the form of Optional ADSs are hereinafter referred to as “Optional Stock”, dated and the Firm Stock and the Optional Stock are herein collectively referred to as the “Stock”. The Offered ADSs and the Stock represented thereby are herein collectively referred to as the “Securities”. Xxxxx and Company, LLC (“Cowen”) and Xxxxx Xxxxxxx & Co. (“Xxxxx Xxxxxxx”) are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives”. The Stock will, following subscription by the Underwriters, be deposited pursuant to a deposit agreement, as amended through the date hereof (the "International Underwriting “Deposit Agreement"”), to be dated on or prior the Closing Date (as defined below), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and holders and beneficial holders from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary evidencing the ADSs. Each Offered ADS will initially represent one-third of a share of Stock deposited pursuant to the Deposit Agreement. The parties hereto agree that in order to facilitate the transactions contemplated by this Agreement, one or more of the Representatives shall execute and deliver to the Company one or more subscription lists on behalf of the Underwriters included on Schedule F and, upon the several Underwriters becoming the owners of their respective shares of Firm Stock or Optional Stock, as applicable, the applicable Representative(s) shall deposit such Stock with Salomon Brothers International Limited ("Salomon International") the Depositary against issuance of ADSs and/or ADRs evidencing ADSs in accordance with the terms of the Deposit Agreement. The Company understands that the Underwriters propose to make a public offering of the Offered ADSs as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The price to the public of the Stock and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating Offered ADSs has been fixed through a book-building process immediately prior to the concurrent offering and sale signing of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resalethis Agreement.

Introductory. WinStar CommunicationsMade2Manage Systems, Inc., a Delaware an Indiana corporation (the "Issuer" or "WinStarCompany"), and WinStar Multichannel Corp.has an authorized capital stock consisting of 10,000,000 shares, a Delaware corporation and a wholly-owned subsidiary no par value, of the Issuer Common Stock ("WMCCommon Stock") and 3,662,111 shares, andno par value, together with of Preferred Stock, of which 1,479,824 shares were outstanding as of October 15, 1997. The Company, and the Issuer, persons named in Schedule II (the "SellersPrimary Selling Shareholders"), have agreed, subject propose to the terms and conditions stated herein, to issue and sell 2,250,000 shares (the "U.S. OfferingFirm Shares") of Common Stock, of which 2,050,000 shares are to be issued and sold by the Company and 200,000 shares are to be sold by the Primary Selling Shareholders to the several underwriters named in Schedule A hereto I (the "Underwriters") an aggregate of 3,360,000 shares ), who are acting severally and not jointly. In addition, certain persons named in Schedule III (the "Firm SecuritiesOption Selling Shareholders") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"). The Issuer also proposes propose to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. option to purchase up to 337,500 additional shares of Common Stock ("SalomonOption Shares"), to purchase an aggregate of not more than 630,000 additional shares (in the "Optional Securities")respective amounts set forth opposite their respective names in Schedule III, as provided in Section 5 hereof. The Firm Securities and Shares and, to the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 extent such option is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon Internationalexercised, the "International Underwriters")Option Shares, relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are hereinafter collectively referred to as the "Offered SecuritiesShares." The Primary Selling Shareholders and the Option Selling Shareholders are hereinafter collectively referred to as the "Selling Shareholders." Each Selling Shareholder has executed and delivered a Custody Agreement and a Power of Attorney in the form attached hereto as Exhibit A (collectively, the "Custody Agreement and Power of Attorney") pursuant to which each Selling Shareholder has placed his Shares in custody and appointed the persons designated therein as a committee (the "Committee") with authority to execute and deliver this Agreement on behalf of such Selling Shareholder and to take certain other actions with respect thereto and hereto. To provide for ---------------------------- *Plus an option to acquire up to 337,500 additional shares to cover over-allotments. You have advised the coordination Company that the Underwriters propose to make a public offering of their activitiesrespective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not already yet become effective. You have also advised the Company that the Underwriters will offer and sell the Shares to the public only in those jurisdictions, and in such amounts, where due qualification and/or registration has been effected or an exemption from such qualification and/or registration is available under the applicable securities or blue sky laws of such jurisdiction. The Company and the International Selling Shareholders hereby confirm their agreement with the Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.as follows:

Introductory. WinStar Communications, Inc.Eurand N.V., a Delaware corporation public company with limited liability organized under the laws of the Netherlands (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (each an “Underwriter”, and, collectively, the "“Underwriters"”) an aggregate of 3,360,000 7,000,000 ordinary shares (the "Firm Securities") of the Issuer's Company (“Common Stock”), $0.01 par value $ per share ("Common Stock"the “Firm Shares”). The Issuer also proposes to grant In addition, Xxxxxxx Xxxxxxx, Chief Executive Officer of the Company (“Selling Stockholder A”), and Warburg, Xxxxxx Equity Partners, L.P., Warburg, Xxxxxx Ventures International, L.P., Warburg, Xxxxxx Netherlands Equity Partners I C.V. and Warburg, Xxxxxx Netherlands Equity Partners III C.V. (collectively, “Selling Stockholders B” and together with Selling Stockholder A, the “Selling Stockholders”) have granted to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), option to purchase up to an aggregate of not more than 630,000 additional 1,050,000 ordinary shares (the "“Optional Securities"). Shares”) of the Company, as provided in Section 2, each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B. The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are herein collectively called the "U.S. Offered Securities"“Shares”. The United States Deutsche Bank Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof Inc. (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International"“DB”) and Xxxxxx Brothers Inc. (“LB”) have agreed to act as representatives of the other international underwriters named therein several Underwriters (together with Salomon Internationalin such capacity, the "International Underwriters"), relating to “Representatives”) in connection with the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside Shares. To the United States extent there are no additional Underwriters listed on Schedule A other than you, the terms Representatives and Canada (the "International Offering")Underwriters as used herein shall mean you, as Underwriters. The U.S. Offered Securities terms Representatives and Underwriters shall mean either the International Securities are collectively referred to singular or plural as the "Offered Securities"context requires. To provide for The Company and each of the coordination of Selling Stockholders, if any, hereby confirm their activities, agreements with the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.as follows:

Introductory. WinStar CommunicationsE-House (China) Holdings Limited, Inc., a Delaware corporation an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Issuer" or "WinStarCOMPANY"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together agrees with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (the "UnderwritersUNDERWRITERS") to issue and sell [-] American Depositary Shares ("ADSS"), each ADS representing one ordinary share of the Company, par value US$0.001 per share (collectively, "ORDINARY SHARES") and the shareholders listed in Schedule B hereto ("SELLING SHAREHOLDERS") propose to sell severally an aggregate of 3,360,000 shares [-] ADSs (together with the ADSs being sold by the Company being hereinafter referred to as the "Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common StockFIRM SECURITIES"). The Issuer also proposes Jun Heng Investment Limited, one of the Selling Shareholders agrees to grant sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Representatives, to purchase an aggregate of not more than 630,000 [-] additional shares ADSs (the "Optional SecuritiesOPTIONAL SECURITIES"). The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered SecuritiesOFFERED SECURITIES". Unless the context otherwise requires, each reference to the Firm Securities, the Optional Securities or the Offered Securities herein also includes the Ordinary Shares underlying such Securities. The United States Securities Act ADSs purchased by the Underwriters will be evidenced by American Depositary Receipts ("ADRS") to be issued pursuant to a Deposit Agreement dated as of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting AgreementAugust 7, dated the date hereof 2007 (the "International Underwriting AgreementDEPOSIT AGREEMENT"), with Salomon Brothers International Limited entered into among the Company, JPMorgan Chase Bank, N.A., as depositary ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International UnderwritersDEPOSITARY"), relating and all owners and beneficial owners from time to time of the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resaleADSs.

Introductory. WinStar Communications, Axxxx-Xxxxxxxx Energy Inc., a Delaware corporation (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "“Underwriters"”) an aggregate of 3,360,000 3,000,000 shares (the "“Firm Securities"Shares”) of the Issuer's its Common Stock, par value $0.01 par value per share ("the “Common Stock"”). The Issuer also proposes to grant In addition, the Company has granted to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), option to purchase up to an aggregate of not more than 630,000 additional 450,000 shares (the "“Optional Securities")Shares”) of Common Stock, as provided in Section 2. The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares, are herein collectively called the "U.S. Offered Securities"“Shares”. The United States Securities Act RBC Capital Markets Corporation has agreed to act as representative of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof several Underwriters (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon Internationalin such capacity, the "International Underwriters"), relating to “Representative”) in connection with the concurrent offering and sale of 840,000 shares the Shares. As more fully described in the Registration Statement (as defined below), the Company has agreed to purchase all of the outstanding capital stock of DLS Drilling, Logistics & Services Corporation (“DLS”), pursuant to a stock purchase agreement dated April 27, 2006. The acquisition by the Company of all of the outstanding capital stock of DLS, as described in the Registration Statement, is referred to herein as the “Acquisition.” With respect to the representations, warranties and agreements made by the Company in this Agreement concerning its subsidiaries, such representations, warranties and agreements shall be deemed to include DLS. In connection with the Acquisition, the Company will (i) offer and sell the Securities contemplated by this Agreement; (ii) offer and sell the Notes pursuant to a purchase agreement dated August 8, 2006, among the Company, the guarantors and the initial purchaser named therein; and (iii) enter into an amendment of its $25.0 million senior secured credit facility (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"“Bank Credit Facility”). The U.S. Offered These transactions (but not including the offering of the Securities contemplated by this Agreement and the International Securities Registration Statement) are collectively referred to herein as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale“Transactions.”

Introductory. WinStar CommunicationsAlibaba Group Holding Limited, Inc., a Delaware corporation an exempted company incorporated in the Cayman Islands (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreedagrees, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (the "“Underwriters") ”), an aggregate of 3,360,000 shares 123,076,931 American Depositary Shares (“ADSs”), each ADS representing one ordinary share, par value US$0.000025 per share (the "Firm Securities"“Ordinary Shares”) of the Issuer's Common StockCompany, $0.01 par value per share and Yahoo! Inc., Yahoo! Hong Kong Holdings Limited and the other shareholders listed in Schedule B hereto ("Common Stock"). The Issuer also proposes collectively, the “Selling Shareholders”) severally and not jointly agree, subject to grant the terms and conditions stated herein, to sell to the Underwriters an optionaggregate of 197,029,169 ADSs. At the election of the Underwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")the Company agrees, subject to the terms and conditions stated herein, to purchase issue and sell up to 26,143,903 additional ADSs, and certain of the Selling Shareholders (to the extent indicated in Schedule B hereto) severally and not jointly agree, subject to the terms and conditions stated herein, to sell up to an aggregate of not more than 630,000 21,871,997 additional shares (ADSs. The aggregate of 320,106,100 ADSs to be sold by the "Company and the Selling Shareholders are hereinafter referred to as the “Firm Securities,” and the aggregate of up to 48,015,900 additional ADSs to be sold by the Company and certain Selling Shareholders are hereinafter referred to as the “Optional Securities").” Schedule B attached hereto lists the number of Firm Securities and maximum number of Optional Securities to be sold by each of the Selling Shareholders. The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are hereinafter collectively referred to as the "“Offered Securities". To provide for .” Unless the coordination of their activitiescontext otherwise requires, each reference to the Firm Securities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to each as the “Offered Shares”). The Underwriters have agreed to reserve a portion of the Offered Shares to be purchased by them under this Agreement for sale to the Company’s directors, officers, employees and business associates and other parties related to the Company (collectively, “Participants”), as set forth in the Final Prospectus under the heading “Underwriting” (the “Directed Share Program”). The Directed Share Program shall be administered by Credit Suisse Securities (USA) LLC (the “DSP Underwriter”). The ADSs to be sold pursuant to the Directed Share Program are referred to hereinafter as the “Directed Shares”. Any Directed Shares not confirmed orally or in writing for purposes purchase by any Participant by 9:00 A.M. (New York City time) on the day following the date of resalethis Agreement will be offered to the public by the Underwriters as set forth in the Final Prospectus. The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of September [ ], 2014 among the Company, Citibank, N.A., as depositary (the “Depositary”), and holders and beneficial owners from time to time of the American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs.

Introductory. WinStar CommunicationsOmnicare, Inc., a Delaware corporation (the "Issuer" or "WinStarCompany"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (the "Underwriters") an aggregate 4,000,000 shares of 3,360,000 shares (the "Firm Securities") of the Issuer's its Common Stock, $0.01 1 par value per share ("Common StockSecurities"; such 4,000,000 shares of Securities being hereinafter referred to as the "U.S. Firm Securities"). The Issuer Company also proposes to grant issue and sell to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. and the Managers ("Salomon"as defined below), to purchase at the option of the Underwriters and the Managers, an aggregate of not more than 630,000 750,000 additional shares (the "Optional Securities")) of Securities as set forth below. The U.S. Firm Securities and the Optional Securities that may be sold to the Underwriters ("U.S. Optional Securities") are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer Company is concurrently entering into an International Underwriting a Subscription Agreement, dated the date hereof (the "International Underwriting Subscription Agreement"), with Salomon Brothers International CS First Boston Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International UnderwritersCSFBL"), Montxxxxxx Xxxurities, PaineWebber Incorporated, Smitx Xxxxxx Xxx. and Willxxx Xxxxx & Xompany ("Managers") relating to the concurrent offering and sale by the Company of 840,000 1,000,000 shares of Securities (such 1,000,000 shares of Securities being hereinafter referred to as the "International Firm Securities", which together with the Optional Securities that may be sold to the Managers by the Company ("International Optional Securities") are hereinafter called 2 2 the "International Securities") of Common Stock )), outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters Managers have entered into an Agreement Between U.S. Underwriters and International Underwriters Managers which permit permits them, among other things, to sell the Offered Securities to each other for purposes of resale.. The Company hereby agrees with the several Underwriters as follows:

Introductory. WinStar Communications, Inc.TFI TAB GIDA YATIRIMLARI A.Ş., a Delaware corporation company incorporated under the laws of the Republic of Turkey (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together agrees with the Issuerseveral Underwriters named in Schedule B hereto (the “Underwriters”), for whom Xxxxxx Xxxxxxx & Co. LLC, Credit Suisse Securities (USA) LLC and Xxxxxxx Xxxxx & Co. LLC are acting as representatives (in such capacity, the "Sellers"), have agreed, subject to the terms and conditions stated herein, “Representatives”) to issue and sell (the "U.S. Offering") to the several underwriters named Underwriters an aggregate of 4,500,000 American Depositary Shares (“ADSs”), each ADS representing twelve (12) ordinary shares of the Company, par value TL 1.00 per share (“Ordinary Shares”), and each of the shareholders listed in Schedule A hereto (the "Underwriters"“Selling Shareholders”) an agrees, severally and not jointly, with the Underwriters to sell to the several Underwriters that certain number of ADSs set forth opposite its name on Schedule A (the aggregate of 3,360,000 shares (17,500,000 ADSs to be issued and/or sold by the "Company and the Selling Shareholders being hereinafter referred to as the “Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"”). The Issuer Selling Shareholders also proposes agree severally and not jointly to grant sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 3,300,000 additional shares ADSs (the "“Optional Securities"”). Schedule A attached hereto sets forth the number of Firm Securities and Optional Securities to be issued and/or sold by each of the Company and the several Selling Shareholders. The Firm Securities and the Optional Securities are herein collectively called the "U.S. “Offered Securities"”. The United States Securities Act ADSs being purchased by the Underwriters will be issued pursuant to a Deposit Agreement to be dated as of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement[ · ], dated the date hereof 2018 (the "International Underwriting “Deposit Agreement"”) among the Company, The Bank of New York Mellon, as Depositary (the “Depositary”), with Salomon Brothers International Limited ("Salomon International") and all owners and beneficial owners from time to time of the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resaleADSs.

Introductory. WinStar CommunicationsThe shareholders listed in Schedule A-1 hereto (“Selling Shareholders”) agree, Inc.severally not jointly, a Delaware corporation (the "Issuer" or "WinStar"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriter named in Schedule A B hereto (“Underwriter”) to sell to the "Underwriters") Underwriter an aggregate of 3,360,000 [●] ordinary shares of par value US$0.01 per share (the "Firm Securities"“Ordinary Shares”) of the Issuer's Common StockRise Education Cayman Limited (“Company”), $0.01 par value per share in the form of [●] American Depositary Shares ("Common Stock"“American Depositary Shares” or “ADSs”). The Issuer aggregate of [●] ADSs to be sold by the Selling Shareholders are hereinafter referred to as the “Firm Shares”. The Optional Shares Selling Shareholder listed in Schedule A-2 hereto (“Optional Shares Selling Shareholder”) also proposes agrees to grant sell to the Underwriters an optionUnderwriter, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriter, to purchase an aggregate of not more than 630,000 additional shares [●] Ordinary Shares in the form of [●] ADSs (the "“Optional Securities"Shares”), as set forth below. The Firm Securities Shares and the Optional Securities Shares are herein collectively called the "U.S. “Offered Securities"Shares”. The United States Securities Act ADSs are to be issued pursuant to a Deposit Agreement dated as of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting AgreementOctober 19, dated the date hereof 2017 (the "International Underwriting “Deposit Agreement"”) among the Company, JPMorgan Chase Bank, N.A., as Depositary (the “Depositary”), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, owners and holders from time to time of the "International Underwriters"), relating ADSs issued under the Deposit Agreement. Each ADS will initially represent the right to receive two Ordinary Shares deposited pursuant to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resaleDeposit Agreement.

Introductory. WinStar Communications, Toys “R” Us Inc., a Delaware corporation (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell up to $400,000,000 aggregate initial public offering price of its 7.375% Notes Due 2018 (the "U.S. Offering"“Securities”). The Securities will be issued in one series as senior unsecured indebtedness under an Indenture (the “Indenture”) to dated as of May 28, 2002 between the several Company and The Bank of New York, as Trustee (the “Trustee”). The Company will offer the Securities through an underwriting syndicate managed by Citigroup Global Markets Inc. and Wachovia Capital Markets, LLC (together, the “Representatives”). The Company has, as of the date hereof, entered into an agreement (the “Terms Agreement”) providing for the sale of the Securities to, and the purchase and offering thereof by, the Representatives and the other underwriters named in Schedule A hereto the Terms Agreement, (the "“Underwriters") an aggregate of 3,360,000 shares (,” which term shall include the "Firm Securities") of the Issuer's Common StockRepresentatives, $0.01 par value per share ("Common Stock"as well as any Underwriter substituted pursuant to Section 8 hereof). The Issuer also proposes Terms Agreement, attached hereto as Exhibit A, specifies the name of each Underwriter participating in the offering (subject to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"substitution as provided in Section 8 hereof), the aggregate principal amount of Securities which each such Underwriter severally agrees to purchase an aggregate purchase, the price at which the Securities are to be purchased by the Underwriters, the form, time, date and place of not more than 630,000 additional shares (delivery and payment of the "Optional Securities"). The Firm Securities and the Optional other material variable terms of the Securities. This offering of Securities are herein collectively called through the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriters will be governed by this Underwriting Agreement, dated as supplemented by the date hereof (the "International Underwriting Terms Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.

Introductory. WinStar CommunicationsFTS International, Inc., a Delaware corporation (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together agrees with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the "Underwriters") an aggregate several Underwriters 15,151,516 shares of 3,360,000 shares its common stock (the "“Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"”). The Issuer Company also proposes agrees to grant sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 2,272,727 additional shares of its common stock (the "“Optional Securities"”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "U.S. “Offered Securities"”. The United States Securities Act Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) has agreed to reserve a portion of 1933 is herein referred the Shares to be purchased by it under this Agreement for sale to the Company’s directors, officers, employees and business associates and other parties related to the Company (collectively, “Participants”), as set forth in the "Securities Act". It is understood that General Disclosure Package and the Issuer is concurrently entering into an International Underwriting Agreement, dated Final Prospectus (each as hereinafter defined) under the date hereof heading “Underwriting” (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"“Directed Share Program”). The U.S. Offered Securities Shares to be sold by Xxxxxx Xxxxxxx and its affiliates pursuant to the Directed Share Program, at the direction of the Company, are referred to hereinafter as the “Directed Shares”. Any Directed Shares not orally confirmed for purchase by any Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the General Disclosure Package and the International Final Prospectus. The Company agrees and confirms that references to “affiliates” of Xxxxxx Xxxxxxx that appear in this Agreement shall be understood to include Mitsubishi UFJ Xxxxxx Xxxxxxx Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activitiesCo., the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.Ltd.

Introductory. WinStar CommunicationsOn the Closing Date (as defined below), United Service Technologies Limited, a British Virgin Islands corporation ("UNISERV"), as successor to Supply Solutions Limited, a British Virgin Islands corporation ("SUPPLY SOLUTIONS"), pursuant to the Merger (as defined below), will enter into, with each of Credit Suisse First Boston International ("CSFBI") and Bear Xxxxxxx International Limited ("BSIL"), certain option and loan transactions (the "COLLAR TRANSACTIONS") covering initially 6,620,000 ordinary shares (the "ORDINARY SHARES"), no par value per share, of UTi Worldwide Inc., a Delaware British Virgin Islands corporation (the "Issuer" or "WinStarCOMPANY"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary which may be increased to cover up to an additional 993,000 Ordinary Shares pursuant to the terms of the Issuer Collar Transactions. In connection with hedging its exposure under the Collar Transactions, CSFBi and BSIL, or their respective affiliates ("WMC", and, together with the Issuercollectively, the "SellersDEALERS"), have agreed, subject ) propose to the terms and conditions stated herein, to issue borrow and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A I hereto (the "UnderwritersUNDERWRITERS") an aggregate of 3,360,000 shares 5,743,000 Ordinary Shares (the "Firm SecuritiesFIRM SECURITIES") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"). The Issuer also proposes and up to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares 861,000 Ordinary Shares (the "Optional SecuritiesOPTIONAL SECURITIES") if the Underwriters exercise their option to cover over-allotments in connection with the underwritten offering of the Firm Securities as set forth under Section 3 below. Up to 4,403,057 of the Firm Securities (the "AFFILIATED LOANED SHARES") will be borrowed from certain lenders affiliated with the Company named in Schedule II hereto (the "AFFILIATED LENDERS"). The Firm Securities and the Optional Securities Securities, which are to be borrowed by the Dealers, are herein collectively called the "U.S. Offered SecuritiesOFFERED SECURITIES". The United States Securities Act of 1933 is herein referred In addition, the Dealers will borrow from time to as time an additional 877,000 (or up to 1,009,000 if the "Securities Act". It is understood that Underwriters have exercised their option to cover over-allotments in connection with the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof underwritten offering) Ordinary Shares (the "International Underwriting AgreementADDITIONAL SECURITIES"), which the Dealers will sell under the Registration Statement (as defined below) pursuant to the Registration Rights Agreement dated as of November 23, 2004, as amended by Amendment No. 1 to the Registration Rights Agreement dated as of December 17, 2004 among the Company, Uniserv and, with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon Internationalrespect to certain provisions, the Dealers (the "International UnderwritersREGISTRATION RIGHTS AGREEMENT"), relating in connection with the Collar Transactions. The Additional Securities will not be included in the offering of the Offered Securities to be underwritten by the concurrent offering Underwriters, and sale the Dealers will not sell any Additional Securities through the underwriting syndicate formed by the Underwriters to offer the Offered Securities. Uniserv will enter into the Collar Transactions to finance the payment to certain of 840,000 shares its shareholders of Uniserv in connection with the merger (the "International SecuritiesMERGER") of Common Stock outside Supply Solutions and Uniserv in accordance with the United States and Canada Plan of Merger in terms of sections 76 to 79 of the International Business Companies Act 1984 (Cap 291) of the British Virgin Islands (the "International OfferingPLAN OF MERGER"), which was approved by the sole shareholder of Supply Solutions on November 22, 2004 and by the shareholders of Uniserv on December 15, 2004, and sets out certain terms and conditions for the cancellation of Uniserv shares held by certain Uniserv shareholders (the "RESOLUTIVE CONDITIONS"). The U.S. Offered Securities and As set forth in the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination Plan of their activitiesMerger, the Underwriters and Resolutive Condition (as defined in the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit themPlan of Merger) relates to, among other things, to sell the Offered consummation of the sale of the Firm Securities to each other for purposes of resale.contemplated in this Agreement. Uniserv, the Company and the Dealers hereby agree with the Underwriters as follows:

Introductory. WinStar CommunicationsCalEnergy Company, Inc., a Delaware corporation (the "Issuer" or "WinStarCompany"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (the "U.S. International Offering") to the several underwriters Managers named in Schedule A hereto (the "UnderwritersManagers") an aggregate of 3,360,000 4,500,000 shares (the "International Firm Securities") of the Issuer's its Common Stock, $0.01 par value $.0675 per share ("Common Stock"). The Issuer also proposes to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares (the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer Company is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited certain United States underwriters listed in Schedule A thereto ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International U.S. Underwriters"), for whom Credit Suisse First Boston Corporation ("CSFBC"), Xxxxxx Brothers Inc., Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated are acting as representatives ("U.S. Representatives") relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside in the United States and Canada ("U.S. Offering") of 10,500,000 shares of Securities ("U.S. Firm Securities"). It is also understood that the Company is concurrently entering into a Purchase Agreement, dated the date hereof ("Purchase Agreement"), with Xxxxxx X. Xxxxx, Xx., Chairman and President of Xxxxx Xxxxxx Sons', Inc, and/or certain affiliated trusts and other entities directly or indirectly related to Xx. Xxxxx, relating to the concurrent sale of 2,000,000 shares of Securities ("Direct Sale"). In addition, the Company proposes to issue and sell to the U.S. Underwriters and the Managers an option exercisable by CSFBC for an aggregate of not more than 2,100,000 additional shares of Securities ("Optional Securities"; the Optional Securities for the International Offering are referred to as the "International OfferingOptional Securities" and the Optional Securities for the offering in the United States and Canada are referred to as the "U.S. Optional Securities"). The U.S. Offered Firm Securities and the U.S. Optional Securities are hereinafter called the "U.S. Securities"; the International Firm Securities and the International Optional Securities are hereinafter called the "International Securities"; and the U.S. Firm Securities and the International Firm Securities are hereinafter called the "Firm Securities". The U.S. Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the U.S. Underwriters and the International Underwriters Managers have entered into an Agreement Between U.S. Underwriters and International Underwriters Managers which permit permits them, among other things, to sell the Offered Securities to each other for purposes of resale.. The Company hereby agrees with the several Managers as follows:

Introductory. WinStar Communications, Inc.Agria Corporation., a Delaware corporation company incorporated in the Cayman Islands (the "Issuer" or COMPANY"WinStar), agrees with the several underwriters named in Schedule B hereto (the "UNDERWRITERS") to issue and sell to the several Underwriters 12,000,000 American depositary shares ("ADSS"), each ADS representing two ordinary shares of the Company at par value US$0.0000001 per share (the "ORDINARY SHARES"), and WinStar Multichannel Corp.Brothers Capital Limited, a Delaware corporation and a wholly-owned subsidiary shareholder of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters named Company listed in Schedule A hereto (the "UnderwritersSELLING SHAREHOLDER") agrees severally and not jointly to sell to the Underwriters an aggregate of 3,360,000 shares 5,150,000 ADSs (the ADSs being sold by the Company and the Selling Shareholder are hereafter referred to as the "Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common StockFIRM SECURITIES"). The Issuer Company also proposes agrees to grant issue and sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 2,572,500 additional shares ADSs (such additional ADSs being sold by the Company are hereafter referred to as the "Optional SecuritiesOPTIONAL SECURITIES"), as set forth below. The Firm Securities and the Optional Securities Securities, including in each case, the underlying Ordinary Shares, are herein hereinafter collectively called the "U.S. Offered SecuritiesOFFERED SECURITIES". The United States Securities Act As part of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting offering contemplated by this Agreement, dated the date hereof Credit Suisse Securities (USA) LLC (the "International Underwriting DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 1,300,000 ADSs, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), with Salomon Brothers International Limited as set forth in the Final Prospectus (as defined herein) under the heading "Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares Underwriting" (the "International Securities") of Common Stock outside the United States and Canada (the "International OfferingDIRECTED SHARE PROGRAM"). The U.S. Offered Firm Securities and to be sold by the International Securities are collectively referred Designated Underwriter pursuant to as the Directed Share Program (the "Offered SecuritiesDIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. To provide Any Directed Shares not subscribed for by the coordination end of their activities, the business day on which this Agreement is executed will be offered to the public by the Underwriters and as set forth in the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell Final Prospectus. The ADSs included in the Offered Securities purchased by the Underwriters will be evidenced by American depositary receipts ("ADRS") to each other for purposes be issued pursuant to a deposit agreement dated as of resale[-], 2007 (the "DEPOSIT AGREEMENT"), to be entered into among the Company, The Bank of New York, as depositary (the "DEPOSITARY"), and all holders from time to time of the ADRs. Credit Suisse Securities (USA) LLC shall act as the representative (the "REPRESENTATIVE") of the Underwriters.

Introductory. WinStar CommunicationsDT Industries, Inc., a Delaware corporation (the "Issuer" or "WinStarCompany"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (1,800,000 shares, and the "U.S. Offering") to the several underwriters named stockholders listed in Schedule A attached hereto (the "UnderwritersSelling Stockholders") propose severally to sell an aggregate of 3,360,000 shares (the "Firm Securities") 2,268,000 outstanding shares, of the IssuerCompany's Common Stock, $0.01 .01 par value per share ("Common Stock"). The Issuer also proposes to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares (the "Optional Securities"). The Firm ) (such 4,068,000 shares of Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein being hereinafter referred to as the "Securities ActU.S. Firm Securities"), to the several Underwriters named in Schedule B hereto ("Underwriters"). Such offering and sale by the Company and the Selling Stockholders are hereinafter referred to as the "U.S. Offering." It is understood that the Issuer is Company and the Selling Stockholders are concurrently entering into an International Underwriting a Subscription Agreement, dated the date hereof (the "International Underwriting Subscription Agreement"), with Salomon Brothers International CS First Boston Limited ("Salomon InternationalCSFBL") ), Morgan Stanley & Co. Internationax Xxxxtxx xxx J. Henry Schroder & Co. Limited, and the other international underwriters xxx xxxxx xxnagers named therein (together with Salomon International, the "International UnderwritersManagers"), ) relating to the concurrent offering and sale of 840,000 1,017,000 shares of Securities (the "International Firm Securities") of Common Stock outside the United States and Canada (the "International Offering"), of which 450,000 Shares will be offered by the Company and 567,000 Shares will be offered by the Selling Stockholders. In addition, as set forth below (i) the Company proposes to issue and sell to the Underwriters, at the option of CS First Boston Corporation ("CSFBC"), an aggregate of not more than 250,000 additional shares of Securities and the Selling Stockholders also propose to sell to the Underwriters, at the option of CSFBC, an aggregate of not more than 360,200 additional outstanding shares of Securities (such 610,200 additional shares of Securities being hereinafter referred to as the "U.S. Optional Securities") and (ii) the Company proposes to issue and sell to the Managers, at the option of CSFBL, an aggregate of not more than 62,500 additional shares of Securities and the Selling Stockholders also propose to sell to the Managers, at the option of CSFBL, an aggregate of not more than 90,050 additional outstanding shares of Securities (such 152,550 additional shares of Securities being hereinafter referred to as the "International Optional Securities"). The U.S. Offered Firm Securities and the U.S. Optional Securities are hereinafter called the "U.S. Securities"; the International Firm Securities and the International Optional Securities are hereinafter called the "International Securities"; the U.S. Firm Securities and the International Firm Securities are hereinafter called the "Firm Securities"; the U.S. Optional Securities and the International Optional Securities are hereinafter called the "Optional Securities." The U.S. Securities and the International Securities are collectively referred to as the "Offered Securities". ." To provide for the coordination of their activities, the Underwriters and the International Underwriters Managers have entered into an Agreement Between U.S. Underwriters and International Underwriters Managers which permit permits them, among other things, to sell the Offered Securities to each other for purposes of resale.. The Company and the Selling Stockholders hereby agree with the several Underwriters as follows:

Introductory. WinStar Communications, Certain shareholders (the “Firm Shares Selling Shareholders”) of GSX Techedu Inc., a Delaware corporation an exempted company incorporated in the Cayman Islands (the "Issuer" or "WinStar"“Company”), listed in Schedule B hereto severally and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject not jointly propose to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (the "“Underwriters"”) an aggregate of 3,360,000 shares 15,000,000 American Depositary Shares (the "Firm Securities") “American Depositary Shares” or “ADSs”), three of which represent two Class A ordinary shares, par value US$0.0001 per share of the Issuer's Common Stock, $0.01 par value per share Company ("Common Stock"“Class A Ordinary Shares”). The Issuer also proposes aggregate of 15,000,000 ADSs to grant be sold by the Selling Shareholders is hereinafter referred to as the “Firm Shares.” Certain shareholders (the “Optional Shares Selling Shareholders”, together with the Firm Shares Selling Shareholders, the “Selling Shareholders”) listed in Schedule B hereto agree to sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 additional shares 2,250,000 ADSs (the "“Optional Securities"Shares”), as set forth below. The Firm Securities Shares and the Optional Securities Shares are herein collectively called the "U.S. “Offered Securities". Shares.” The United States Securities Act ADSs are to be issued pursuant to a Deposit Agreement dated as of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting AgreementJune 5, dated the date hereof 2019 (the "International Underwriting “Deposit Agreement"”) among the Company, Deutsche Bank Trust Company Americas, as Depositary (the “Depositary”), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, owners and holders from time to time of the "International Underwriters"), relating ADSs issued under the Deposit Agreement. Three ADSs will initially represent the right to receive two Class A Ordinary Shares deposited pursuant to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resaleDeposit Agreement.

Introductory. WinStar Communications, Inc.Zuoan Fashion Limited, a Delaware corporation Cayman Islands company with limited liability (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp.the selling shareholders named in Schedule B hereto (the “Selling Shareholders”) propose to sell, a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject pursuant to the terms and conditions stated hereinof this Agreement, to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "“Underwriters") ,” or, each, an “Underwriter”), an aggregate of 3,360,000 6,900,000 American Depositary Shares (“ADSs”), each ADS representing four ordinary shares (the "Firm Securities") of the Issuer's Common StockCompany, $0.01 par value US$0.00025 per share ("the “Common Stock"Shares”). The Issuer aggregate of 6,900,000 ADSs so proposed to be sold is hereinafter referred to as the “Firm Shares.” The Selling Shareholders listed in Schedule B hereto also proposes propose to grant sell to the Underwriters Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares 1,035,000 ADSs (the "“Optional Securities"Shares”). The Firm Securities Shares and the Optional Securities Shares are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are hereinafter collectively referred to as the "Offered Securities"“Shares.” Xxxxx and Company, LLC is acting as representative of the several Underwriters and in such capacity is hereinafter referred to as the “Representative.” Unless the context otherwise requires, references to the “Shares” herein shall constitute references both to the Common Shares and to the ADSs (and to the Common Shares represented by such ADSs). To provide for the coordination of their activities, All references to “US dollars” or “$” herein are to United States dollars. The ADSs purchased by the Underwriters and will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a Deposit Agreement dated as of , 2010 (the International Underwriters have “Deposit Agreement”), entered into an Agreement Between U.S. Underwriters among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and International Underwriters which permit them, among other things, all holders and beneficial owners from time to sell the Offered Securities to each other for purposes time of resaleADSs.

Introductory. WinStar CommunicationsWarnxx Xxxxxxxx, Inc.Xxc., a Delaware corporation (the "Issuer" or "WinStarCompany"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreedproposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation (the "U.S. OfferingCSFBC") to and the several underwriters other initial purchasers named in Schedule A hereto (the "UnderwritersPurchasers") U.S.$200,000,000 principal amount of its 12(epsilon)% Senior Notes due 2008 ("Offered Securities") to be issued under an aggregate indenture, dated as of 3,360,000 shares February 15, 2000 (the "Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"). The Issuer also proposes to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("SalomonIndenture"), to purchase an aggregate among the Company, Warnxx Xxxxxxxx Xxxlic Limited Company, the owner of not more than 630,000 additional shares 100% of the capital stock of the Company (the "Optional SecuritiesGuarantor"), and The Bank of New York, as Trustee. The Firm Securities obligations of the Issuer under the Indenture and the Optional Offered Securities are herein collectively called will be fully and unconditionally guaranteed on a senior basis by the Guarantor (the "U.S. Offered SecuritiesGuaranty"). The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering ." The Company has entered into an International Underwriting AgreementAsset Purchase Agreement dated as of January 26, dated the date hereof 2000 (the "International Underwriting BMS Agreement")) to acquire Estrace(R) vaginal cream, with Salomon Brothers International Limited Ovcon(R) 35 oral contraceptive and Ovcon(R) 50 oral contraceptive ("Salomon International") and the other international underwriters named therein (together with Salomon Internationalcollectively, the "International UnderwritersProduct Lines"), relating to the concurrent offering and sale ) from Brisxxx-Xxxxx Xxxibb Company ("BMS") for total consideration of 840,000 shares $180 million (the "International SecuritiesAcquisition") ). In connection with Acquisition, the Company and BMS have entered into two Transitional Services and Supply Agreements, each dated as of Common Stock outside January 26, 2000. with respect to the United States and Canada Product Lines (collectively the "International OfferingSupply Agreements"). The U.S. Offered Securities Acquisition is subject to the satisfaction or waiver of certain conditions and, accordingly, there can be no assurance that the Acquisition will be completed on the terms and conditions set forth in the BMS Agreement, or at all. Each of the Company and the International Securities are collectively referred to Guarantor hereby agrees with the several Purchasers as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.follows:

Introductory. WinStar Communications, Pinduoduo Inc., a Delaware corporation an exempted company incorporated in the Cayman Islands (“Company”) agrees with the "Issuer" several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters an aggregate of [•] American Depositary Shares (“American Depositary Shares” or "WinStar"“ADSs”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary each representing four Class A ordinary shares of the Issuer Company, par value US$0.000005 per share of the Company ("WMC", and, together with “Ordinary Shares”) and the Issuer, the "Sellers"), have agreedshareholders listed in Schedule B hereto (“Selling Shareholders”) agree, subject to the terms and conditions stated herein, severally with the Underwriters to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "Underwriters") Underwriters an aggregate of 3,360,000 shares [•] Ordinary Shares in the form of [•] ADSs (together, the "“Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"Shares”). The Issuer Company and the Selling Shareholders also proposes agree to grant sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 additional shares [•] ADSs (the "“Optional Securities"Shares”), as set forth below. The Firm Securities Shares and the Optional Securities Shares are herein collectively called the "U.S. “Offered Securities"Shares”. The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") Company and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities Selling Shareholders are hereinafter sometimes collectively referred to as the "Offered Securities". To provide for “Sellers.” The ADSs are to be issued pursuant to a Deposit Agreement dated July 25, 2018 (the coordination of their activities“Deposit Agreement”) among the Company, Deutsche Bank Trust Company Americas, as Depositary (the Underwriters “Depositary”), and the International Underwriters have entered into an Agreement Between U.S. Underwriters owners and International Underwriters which permit them, among other things, holders from time to sell time of the Offered Securities ADSs issued under the Deposit Agreement. Each ADS will initially represent the right to each other for purposes of resalereceive four Ordinary Shares deposited pursuant to the Deposit Agreement.

Introductory. WinStar CommunicationsJinkoSolar Holding Co., Inc.Ltd., a Delaware corporation an exempted company incorporated under the laws of the Cayman Islands (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together agrees with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (“Underwriters”) for whom you are acting as representatives (you, in such capacity, the "Underwriters"“Representatives”) to issue and sell to the several Underwriters up to 3,800,000 American Depositary Shares (“ADSs” and each an aggregate of 3,360,000 shares (the "Firm Securities"“ADS”) each representing four ordinary shares, par value US$0.00002 per share, of the Issuer's Common StockCompany (“Ordinary Shares”), $0.01 par value per share ("Common Stock"). The Issuer and also proposes to grant issue and sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 570,000 additional shares ADSs as set forth below. The aforesaid 3,800,000 ADSs (the "“Firm Securities”) and all or any part of the 570,000 ADSs subject to the option described below (the “Optional Securities"). The Firm Securities and the Optional Securities ”) are herein hereinafter collectively called the "U.S. “Offered Securities"”. The United States Securities Act We understand the ADSs are to be issued pursuant to a deposit agreement dated February 9, 2010 and the amendment to the deposit agreement dated as of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting AgreementMay 13, dated the date hereof 2010 (the "International Underwriting “Deposit Agreement"”), with Salomon Brothers International Limited among the Company, JPMorgan Chase Bank, N.A., as depositary ("Salomon International"the “Depositary”), and holders from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. This agreement (the “Agreement”) and the other international underwriters named therein (together with Salomon InternationalOffered Securities, the "International Underwriters")as each may be amended or supplemented from time to time, relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are hereinafter collectively referred to as the "Offered Securities"“Transaction Documents”. To provide for Capitalized terms not otherwise defined herein have the coordination of their activities, meanings ascribed to them in the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resaleFinal Prospectus.

Introductory. WinStar CommunicationsContinental Airlines, Inc., a Delaware corporation (the "Issuer" or "WinStarCompany"), proposes to issue and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary sell to Lehman Brothers Inc. (xxx "Initial Purchaser") $250,000,000 aggregate principal amount of the Issuer its 9 1/2 % Senior Notes due 2001 ("WMC", and, together with the Issuer, the "SellersNotes"), have agreed, subject to ) on the terms and conditions stated herein. The Notes are to be issued pursuant to an indenture to be dated as of December 10, to issue and sell 1996 (the "U.S. OfferingIndenture") to between the several underwriters Company and the trustee named in Schedule A hereto therein (the "UnderwritersTrustee"). Capitalized terms used but not defined herein have the meanings to be assigned to them in the Offering Memorandum (as defined below) or the Indenture. The Company understands that the Initial Purchaser proposes to make an aggregate offering of 3,360,000 shares the Notes on the terms, subject to the conditions and in the manner to be set forth in the Offering Memorandum and Section 4 hereof, as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered. The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement, in a form reasonably satisfactory to the Initial Purchaser (the "Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"). The Issuer also proposes to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares (the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Registration Rights Agreement"), with Salomon Brothers International Limited ("Salomon International") and pursuant to which the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares Company will file a registration statement (the "International SecuritiesRegistration Statement") of Common Stock outside with the United States Securities and Canada Exchange Commission (the "International OfferingCommission")) registering the Exchange Notes referred to in such Registration Rights Agreement (the "Exchange Notes") or the Notes under the Securities Act. The U.S. Offered Securities and Company hereby agrees with the International Securities are collectively referred to Initial Purchaser as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.follows:

Introductory. WinStar Communications, Inc.Qimonda AG, a Delaware stock corporation incorporated in the Federal Republic of Germany (“Germany”) and registered with the commercial register of the Local Court in Munich (the "Issuer" or "WinStar"“Commercial Register”) under the number HRB 152545 (the “Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together agrees with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (the "“Underwriters"”) to issue and sell, and the Underwriters severally agree to purchase, an aggregate of 3,360,000 42,000,000 registered no par-value ordinary shares (the "Firm Securities"“Shares”) of the Issuer's Common StockCompany (the “New Shares”), $0.01 par and Infineon Technologies AG, a stock corporation incorporated in Germany and registered with the Commercial Register under the number HRB 126492 (“Infineon”) agrees severally with the Underwriters to sell, and the Underwriters severally agree to purchase, an aggregate of 21,000,000 registered no par-value per share ordinary shares of the Company ("Common Stock"the “Existing Firm Underlying Shares”). The Issuer New Shares and the Existing Firm Underlying Shares are hereinafter together referred to as the “Firm Underlying Shares”. The Firm Underlying Shares will be deposited by Infineon with Citibank AG, as custodian (the “Custodian”) and delivered in the form of American Depositary Shares (the “Firm ADSs”) by the Custodian to Citibank, N.A., as depositary (the “Depositary”). The Firm Underlying Shares and the Firm ADSs are hereinafter together referred to as the “Firm Securities”. Credit Suisse Securities (USA) LLC (“Credit Suisse”), Citigroup Global Markets Inc. (“Citigroup”) and J.X.Xxxxxx Securities Inc. (“J.X.Xxxxxx”) shall act as representatives (the “Representatives”) of the Underwriters. Infineon also proposes agrees to grant sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 9,450,000 additional registered no par-value ordinary shares of the Company (the "“Optional Underlying Shares”) as set forth below. The Existing Firm Underlying Shares and the Optional Underlying Shares are hereinafter together referred to as the “Existing Shares”. To the extent Optional Underlying Shares are sold to the Underwriters pursuant to such Option, such Optional Underlying Shares will be deposited by Infineon with the Custodian and delivered in the form of ADSs (the “Optional ADSs”) by the Custodian to the Depositary. The Optional Underlying Shares and the Optional ADSs are hereinafter together referred to as the “Optional Securities")”. The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein hereinafter together referred to as the "Securities Act"“Offered Securities”. It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") The ADSs and the other international underwriters named therein (Shares are hereinafter together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered “Securities"”. To provide for Each American Depositary Share (“ADS”) will represent one registered no par-value ordinary share of the coordination Company. The ADSs will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a Deposit Agreement (“Deposit Agreement”), to be dated as of their activitiesthe First Closing Date (as defined below), to be entered into among the Depositary, the Underwriters Company and all holders and beneficial owners from time to time of the International Underwriters have entered into ADRs. Each reference herein to an Agreement Between U.S. Underwriters ADR shall include the corresponding ADS, and International Underwriters which permit them, among other things, to sell the vice versa. The Offered Securities will be offered in a public offering in the United States of America and in private placements to each qualified investors in other for purposes of resale.jurisdictions (the “Offering”). The Company and Infineon hereby agree with the several Underwriters as follows:

Introductory. WinStar CommunicationsEpizyme, Inc., a Delaware corporation (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "“Underwriters"”) an aggregate of 3,360,000 304,348 shares (the "Firm Securities") of the Issuer's Common its Series A Convertible Preferred Stock, $0.01 par value $0.0001 per share ("Common Stock"the “Preferred Shares”). The Issuer also proposes 304,348 Preferred Shares to grant be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), option to purchase up to an aggregate of not more than 630,000 additional shares (the "Optional Securities")45,652 Preferred Shares as provided in Section 2. The Firm Securities and additional 45,652 Preferred Shares to be sold by the Optional Securities Company pursuant to such option are herein collectively called the "U.S. “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Securities". Shares.” The United States Securities Act shares of 1933 is herein common stock, par value $0.0001 per share of the Company (the “Common Shares”) issuable upon conversion of the Offered Shares are hereinafter referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof “Conversion Shares.” Xxxxxxxxx LLC (the "International Underwriting Agreement"“Jefferies”), with Salomon Brothers International Limited Citigroup Global Markets Inc. ("Salomon International"“Citi”) and Xxxxx and Company, LLC (“Cowen”) have agreed to act as Representatives of the other international underwriters named therein several Underwriters (together with Salomon Internationalin such capacity, the "International Underwriters"), relating to “Representatives”) in connection with the concurrent offering and sale of 840,000 shares the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company and the Underwriters are also entering into that certain Underwriting Agreement, of even date herewith (the "International Securities") “Common Shares Underwriting Agreement”), pursuant to which the Company will issue and sell an aggregate of 10,000,000 Common Stock outside Shares, plus up to an additional 1,500,000 Common Shares pursuant to the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred Underwriters’ option to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resalepurchase additional shares.

Introductory. WinStar CommunicationsGenetron Holdings Limited, Inc., a Delaware corporation an exempted company with limited liability incorporated in the Cayman Islands (the "Issuer" or "WinStar"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together “Company”) agrees with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the "Underwriters") several Underwriters an aggregate of 3,360,000 shares [●] American Depositary Shares (the "Firm Securities") “American Depositary Shares” or “ADSs”), each representing [●] ordinary shares, par value US$0.00002 per share of the Issuer's Common Stock, $0.01 par value per share Company ("Common Stock"“Ordinary Shares”). The Issuer aggregate of [●] ADSs to be sold by the Company are hereinafter referred to as the “Firm Securities”. The Company also proposes agrees to grant sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 additional shares [●] ADSs to cover over-allotments (the "“Optional Securities"”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "U.S. “Offered Securities". The United States .” Unless the context otherwise requires, each reference to the Firm Securities, the Optional Securities Act of 1933 is or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"“Offered Shares”). The U.S. Offered Securities ADSs are to be issued pursuant to a Deposit Agreement dated as of [●], 2020 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as Depositary (the “Depositary”), and the International Securities are collectively referred owners and holders from time to as time of the "Offered Securities"American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs issued under the Deposit Agreement. To provide for Each ADS will initially represent the coordination of their activities, right to receive [●] Ordinary Shares deposited pursuant to the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resaleDeposit Agreement.

Introductory. WinStar Communications, Inc.Linktone Ltd., a Delaware Cayman Islands corporation (the "Issuer" or "WinStarCOMPANY"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (and the "U.S. Offering") to the several underwriters named persons listed in Schedule A hereto (the "UnderwritersSELLING SHAREHOLDERS") propose to sell to the several Underwriters (as defined below) an aggregate of 3,360,000 shares o (the "Firm SecuritiesFIRM ADSs") American Depositary Shares ("ADSs"), each representing ten ordinary shares, par value US$0.0001 per share, of the Issuer's Common Stock, $0.01 par value per share Company (each an "Common StockORDINARY SHARE"), consisting of o ADSs to be sold by the Company and o ADSs to be sold by the Selling Shareholders. The Issuer Company also proposes to grant issue and sell and the Selling Shareholders propose to sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 additional shares o ADSs (the "Optional SecuritiesOPTIONAL ADSs"), consisting of o ADSs to be sold by the Company and o ADSs to be sold by the Selling Shareholders, as set forth below. The Firm Securities ADSs and the Optional Securities ADSs are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are hereinafter collectively referred to as the "Offered SecuritiesOFFERED SECURITIES," which term, unless otherwise specified, also includes the Ordinary Shares underlying the Firm ADSs and the Optional ADSs. It is understood that, on the terms and subject to the conditions hereinafter stated (i) o Firm ADSs (the "U.S. FIRM ADSs") will be sold to the several U.S. Underwriters named in Schedule B hereto (the "U.S. UNDERWRITERS") in connection with the offering and sale of such U.S. Firm ADSs in the United States and Canada to United States and Canadian Persons (as such terms are defined below) (the "U.S. OFFERING") and (ii) o Firm ADSs (the "INTERNATIONAL FIRM ADSs") will be sold to the several International Underwriters named in Schedule C hereto (the "INTERNATIONAL UNDERWRITERS") in connection with the offering and sale of such International Firm ADSs outside the United States and Canada, [including to professional and institutional investors in Hong Kong and to certain corporate investors outside the United States and Canada] (the "INTERNATIONAL OFFERING"). To provide for Credit Suisse First Boston LLC shall act as representative (the coordination "U.S. REPRESENTATIVE") of their activities, the several U.S. Underwriters; Credit Suisse First Boston (Hong Kong) Limited shall act as representative (the "INTERNATIONAL REPRESENTATIVE") of the several International Underwriters. The U.S. Underwriters and the International Underwriters have entered into an Agreement Between are hereinafter collectively referred to as the "UNDERWRITERS." The U.S. Underwriters Representative and the International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.Representative are hereinafter

Introductory. WinStar CommunicationsIPC The Hospitalist Company, Inc., a Delaware corporation (the "Issuer" or "WinStar"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together “Company”) agrees with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, several Underwriters named in Schedule B hereto (“Underwriters”) to issue and sell (the "U.S. Offering") to the several underwriters named Underwriters 1,110,231 shares of its common stock, par value $0.001 per share (“Securities”) and each of the stockholders listed in Schedule A hereto (“Selling Stockholders”) agrees, severally and not jointly, with the "Underwriters") an aggregate Underwriters to sell to the several Underwriters the number of 3,360,000 shares set forth opposite the name of such Selling Stockholder in Schedule A hereto under the caption “Number of Firm Securities to be Sold” (the "shares of Securities to be sold by the Company and all of the Selling Stockholders as aforesaid being hereinafter referred to as the “Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"”). The Issuer Selling Stockholders also proposes agree, severally and not jointly, to grant sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. at the option of the Underwriters, up to the respective number of shares of Securities set forth opposite their respective names in Schedule A hereto under the caption “Number of Optional Securities to be Sold” ("Salomon"collectively, “Optional Securities”), to purchase an aggregate of not more than 630,000 additional shares (the "Optional Securities")as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "U.S. “Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale”.

Introductory. WinStar CommunicationsPursuant to the terms and conditions of this Underwriting Agreement (this “Agreement”) Xxxxxxx Minerals, Inc., a Delaware corporation (the "Issuer" or "WinStar"“Company”), agrees with Credit Suisse Securities (USA) LLC and WinStar Multichannel Corp.Xxxxxxx Xxxxx & Co. LLC, a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell as representatives (the "U.S. Offering"“Representatives”) to of the several underwriters named in Schedule A hereto (the "“Underwriters"”), to issue and sell to the Underwriters 6,000,000 shares of its Class A common stock, par value $0.01 per share (“Securities”) and the selling stockholders listed on Schedule B hereto (the “Selling Stockholders”) propose, severally and not jointly, to sell to the several Underwriters an aggregate of 3,360,000 5,000,000 outstanding shares of Securities (such 11,000,000 shares of Securities being hereinafter referred to as the "“Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"”). The Issuer Selling Stockholders have also proposes agreed, severally and not jointly, to grant sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 1,650,000 additional shares of Securities (the "“Optional Securities")”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "U.S. “Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") ” and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering proposed issuance and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively is referred to herein as the "Offered Securities"“Offering”. To provide for the coordination A portion of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes be sold by the Selling Stockholders consists of resaleSecurities that are issuable upon redemption of units in Xxxxxxx Minerals Holdings, LLC, a Delaware limited liability company (“Xxxxxxx LLC”), pursuant to the First Amended and Restated Limited Liability Company Agreement of Xxxxxxx LLC, dated as of April 23, 2019, immediately prior to the Closing Date on which such Offered Securities are to be sold (any such redemption being hereinafter referred to as a “Redemption Transaction”).

Introductory. WinStar Communications, Inc., a Delaware corporation The stockholders listed in Schedule B hereto (the "Issuer" or Selling Stockholders"WinStar"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject ) propose severally to the terms and conditions stated herein, to issue and sell (the "U.S. International Offering") to the several underwriters Managers named in Schedule A hereto (the "UnderwritersManagers") an aggregate of 3,360,000 [ ] outstanding shares (the "International Firm Securities") of the Issuer's Common Stock, $0.01 par value per share (the "Common StockSecurities") of Keebler Foods Company, a Delaware corporation (the "Company"). The Issuer , and also proposes propose to grant sell to the Managers and the U.S. Underwriters (as defined) an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. CSFBC ("Salomon"as defined below), to purchase for an aggregate of not more than 630,000 [ ] additional outstanding shares (the "Optional Securities")) of the Company's Securities as set forth below. The International Firm Securities and the Optional Securities that may be sold to the Managers (together with the Optional Securities that may be sold to the U.S. Underwriters in the United States and Canada, the "Optional Securities") are herein collectively called the "U.S. Offered International Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is Company and the Selling Stockholders are concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited certain United States underwriters listed in Schedule A thereto (the "U.S. Underwriters"), for whom Credit Suisse First Boston Corporation ("Salomon InternationalCSFBC") ), Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, Morgxx Xxxnxxx & Xo. Incorporated and the other international underwriters named therein SBC Warburg Dillon Read Inc. are acting as representatives (together with Salomon International, the "International UnderwritersU.S. Representatives"), relating to the concurrent offering and sale of 840,000 an aggregate of [ ] shares of Securities (the "International U.S. Firm Securities") of Common Stock outside in the United States and Canada 2 (the "International U.S. Offering"), which together with the Optional Securities that may be sold to the U.S. Underwriters in the United States and Canada are hereinafter called the "U.S. Securities". The U.S. Offered International Firm Securities and the U.S. Firm Securities are collectively referred to as the "Firm Securities". The International Securities and the U.S. Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters Managers and the International U.S. Underwriters have entered into an Agreement Between between U.S. Underwriters and International Underwriters Managers which permit permits them, among other things, to sell the Offered Securities to each other for purposes of resale.

Introductory. WinStar CommunicationsPermian Resources Operating, Inc.LLC, a Delaware corporation limited liability company (the "Issuer" or "WinStar"“Company”), proposes to repurchase (the “Repurchase”) from each of NGP XI US Holdings, L.P. (“NGP XI”), NGP Pearl Holdings II, L.L.C. (“NGP Pearl”) and Luxe Energy LLC (“Luxe” and, collectively with NGP XI and NGP Pearl, the “Holders”), common units representing limited liability company interests in the Company (“Units”), on the terms and subject to the conditions set forth herein. The Company and the Holders agree that the Repurchase contemplated hereby is being effected in lieu of the exercise by the Holders of their redemption rights described in Section 11.01 of the Seventh Amended and Restated Limited Liability Company Agreement of the Company, dated as of November 1, 2023 (the “LLC Agreement”), and WinStar Multichannel Corp.the exercise by the Company of its right of Cash Settlement (as defined in the LLC Agreement) described in Section 11.01 of the LLC Agreement in connection with the offering contemplated by the Underwriting Agreement (as defined below). The parties hereto (including the Corporation (as defined below)) further approve and consent to the transactions contemplated hereby. Concurrently with this Repurchase Agreement (this “Agreement”), Permian Resources Corporation, a Delaware corporation and a wholly-owned subsidiary the managing member of the Issuer Company ("WMC", and, together with the Issuer, the "Sellers"“Corporation”), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "Underwriters") an aggregate of 3,360,000 shares (the "Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"). The Issuer also proposes to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares (the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreementunderwriting agreement, dated as of the date hereof (the "International “Underwriting Agreement"”), with Salomon Brothers International Limited ("Salomon International") and the Holders, the other international underwriters Selling Stockholders named in Schedule II therein (together with Salomon Internationalthe Holders, the "International Underwriters"“Selling Stockholders”) and Xxxxxxx Xxxxx & Co. LLC (the “Underwriter”), relating pursuant to which the Selling Stockholders have agreed to sell to the concurrent offering and sale of 840,000 Underwriter 48,500,000 shares (the "International Securities"“Firm Shares”) of the Corporation’s Class A Common Stock outside the United States and Canada Stock, par value $0.0001 per share (the "International Offering"“Class A Common Stock”). The U.S. Offered Securities and Company hereby confirms its agreements with the International Securities are collectively referred to Holders as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.follows:

Introductory. WinStar CommunicationsShamir Optical Industry Ltd., Inc., a Delaware corporation an Israeli limited liability company (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp.has an authorized share capital consisting of 100,000,000 ordinary shares, a Delaware corporation and a wholly-owned subsidiary of the Issuer NIS 0.01 par value ("WMC", and, together with the Issuer, the "Sellers"“Common Shares”), have agreed, subject to of which 12,711,332 shares are outstanding on the terms and conditions stated herein, date hereof. The Company proposes to issue and sell 3,400,000 shares of its authorized but unissued Common Shares, and certain shareholders of the Company (as named in Schedule B, the "U.S. Offering"“Selling Shareholders”) propose to sell in the aggregate 600,000 shares of the Company’s issued and outstanding Common Shares to the several underwriters named in Schedule A hereto as it may be amended by the Pricing Agreement hereinafter defined (“Underwriters”), who are acting severally and not jointly. Collectively, such total of 4,000,000 Common Shares proposed to be sold by the "Underwriters") an aggregate of 3,360,000 shares (Company and the "Selling Shareholders is hereinafter referred to as the “Firm Securities") of Shares.” In addition, the Issuer's Common Stock, $0.01 par value per share ("Common Stock"). The Issuer also proposes Selling Shareholders propose to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), option to purchase an aggregate of not more than 630,000 up to 600,000 additional shares Common Shares (the "Optional Securities")“Option Shares”) as provided in Section 5 hereof. The Firm Securities and Shares and, to the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 extent such option is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon Internationalexercised, the "International Underwriters")Option Shares, relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are hereinafter collectively referred to as the "Offered Securities". To provide for “Shares.” Xxxxxxx Xxxxx & Company, L.L.C. has the coordination authority, subject to the terms and conditions contained herein, to act on behalf of their activities, the several Underwriters and the International Representatives hereunder. You have advised the Company and the Selling Shareholders that the Underwriters have entered into an propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement Between U.S. Underwriters hereinafter defined has been executed and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resaledelivered.

Introductory. WinStar CommunicationsLamalie Associates, Inc., a Delaware Florida corporation (the "Issuer" or "WinStarCOMPANY"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "Underwriters") an aggregate of 3,360,000 2,089,540 shares (the "Firm Securities") of the Issuer's Common Stockcommon stock, $0.01 par value per share (the "COMMON STOCK") and the several stockholders of the Company identified in Schedule I annexed hereto (the "SELLING STOCKHOLDERS") propose to sell an aggregate of 910,460 shares of Common StockStock (such 3,000,000 shares, collectively, the "FIRM SHARES") to the several underwriters identified in Schedule II annexed hereto (the "UNDERWRITERS"), who are acting severally and not jointly. The Issuer also proposes In addition, the Company has agreed to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), option to purchase an aggregate of not more than 630,000 up to 450,000 additional shares of Common Stock (the "Optional SecuritiesOPTIONAL SHARES")) as provided in Section 6 hereof. The Firm Securities and Shares and, to the extent such option is exercised, the Optional Securities Shares are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are hereinafter collectively referred to as the "Offered SecuritiesSHARES." All references herein to "the Company" are to Lamalie Associates, Inc., a Florida corporation, and, for all periods prior to June 3, 1997 and when --------------------- * Plus an option to acquire up to 450,000 additional shares of Common Stock from the Company to cover over-allotments. To provide for the coordination context otherwise requires, its predecessor Lamalie Associates, Inc., a Delaware corporation. You, as representatives of the Underwriters (the "REPRESENTATIVES"), have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their activities, respective portions of the Shares as soon hereafter as in your judgment is advisable and that the public offering price of the Shares initially will be [$______] per share. The Company and the Selling Stockholders hereby confirm their respective agreements with the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.as follows:

Introductory. WinStar CommunicationsHanover Capital Mortgage Holdings, Inc., a Delaware Maryland corporation (the "Issuer" or "WinStar"COMPANY), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "List of Underwriters") attached hereto (collectively, the "UNDERWRITERS") an aggregate of 3,360,000 3,000,000 shares (the "Firm SecuritiesFIRM OFFERED SHARES") of the Issuer's its Common Stock, $0.01 par value $.01 per share (the "Common StockCOMMON STOCK") in accordance with the terms and conditions set forth in this Underwriting Agreement (the "AGREEMENT"). The Issuer also proposes to grant In addition, the Company has granted to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), option to purchase up to an aggregate of not more than 630,000 additional 450,000 shares (the "Optional SecuritiesOPTIONAL OFFERED SHARES") of Common Stock, as provided in Section 2 ("Purchase, Sale, and Delivery of the Offered Shares"). The Firm Securities Offered Shares and, if and to the extent such option is exercised, the Optional Securities Offered Shares are herein collectively called the "U.S. Offered Securities". The United States OFFERED SHARES." JMP Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited LLC ("Salomon InternationalJMP") and Xxxxxx, Xxxxxxxx & Company, Incorporated have agreed to act as representatives of the other international underwriters named therein several Underwriters (together with Salomon Internationalin such capacity, the "International UnderwritersREPRESENTATIVES"), relating to ) in connection with the concurrent offering and sale of 840,000 shares the Offered Shares. The Company has prepared and filed with the Securities and Exchange Commission (the "International SecuritiesCOMMISSION") a registration statement on Form S-2 (File No. 333-[___]), which contains a form of Common Stock outside prospectus to be used in connection with the United States public offering and Canada sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits, and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "SECURITIES ACT"), including all documents incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 434 under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "International OfferingEXCHANGE ACT"), is called the "REGISTRATION STATEMENT." Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the "RULE 462(b) REGISTRATION STATEMENT," and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares, is called the "PROSPECTUS;" provided, however, if the Company has, with the consent of JMP, elected to rely upon Rule 434 under the Securities Act, the term "PROSPECTUS" shall include the Company's prospectus subject to completion dated July ___, 2003 (each, a "PRELIMINARY PROSPECTUS"), together with the applicable term sheet (the "TERM SHEET") prepared and filed by the Company with the Commission under Rules 434 and 424(b) under the Securities Act and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or the Term Sheet, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("XXXXX"). The U.S. Offered Securities All references in this Agreement to financial statements and schedules and other information which is "contained," "included," or "stated" in the International Securities are collectively referred Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement or the Prospectus, as the "Offered Securities"case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. To provide for the coordination of their activities, The Company hereby confirms its agreements with the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.as follows:

Introductory. WinStar Communications, Inc., a Delaware corporation The stockholders listed in Schedule B hereto (the "Issuer" or Selling Stockholders"WinStar"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject ) propose severally to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "Underwriters") an aggregate of 3,360,000 [ - ] outstanding shares (the "U.S. Firm Securities") of the Issuer's Common Stock, $0.01 par value per share (the "Common StockSecurities") of Keebler Foods Company, a Delaware corporation (the "Company"). The Issuer , and also proposes propose to grant sell to the Underwriters and the Managers (as defined) an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. Credit Suisse First Boston Corporation ("SalomonCSFBC"), to purchase for an aggregate of not more than 630,000 [ - ] additional outstanding shares (the "Optional Securities")) of the Company's Securities as set forth below. The U.S. Firm Securities and the Optional Securities that may be sold to the Underwriters are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is Company and the Selling Stockholders are concurrently entering into an International Underwriting a Subscription Agreement, dated the date hereof (the "International Underwriting Subscription Agreement"), with Salomon Brothers International Credit Suisse First Boston (Europe) Limited ("Salomon InternationalCSFBL") and the other international underwriters managers named therein (together with Salomon InternationalCSFBL, the "International UnderwritersManagers"), relating to the concurrent offering and sale (the "International Offering") by the Selling Stockholders of 840,000 shares an aggregate of [ - ] Securities (the "International Firm Securities", which together with the Optional Securities that may be sold to the Managers are hereinafter called the "International Securities") of Common Stock outside the United States and Canada (the "International Offering")Canada. The U.S. Offered Firm Securities and the International Firm Securities are collectively referred to as the "Firm Securities". The U.S. Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters Managers have entered into an Agreement Between between U.S. Underwriters and International Underwriters Managers which permit permits them, among other things, to sell the Offered Securities to each other for purposes of resale.

Introductory. WinStar Communications, Inc.Flextronics International Ltd., a Delaware corporation Singapore company (the "Issuer" or "WinStarCompany"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell 1,312,500 of its authorized but unissued Ordinary Shares S$.01 par value each in the capital of the Company (the "U.S. OfferingOrdinary Shares") to the several underwriters named in Schedule A annexed hereto (the "Underwriters") an aggregate of 3,360,000 ), for whom you are acting as Representatives. The 1,312,500 shares (to be sold by the Company are referred to as the "Firm Securities") of Common Shares." In addition, the Issuer's Common Stock, $0.01 par value per share ("Common Stock"). The Issuer also Company proposes to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), option to purchase an aggregate of not more than 630,000 up to 196,875 additional shares Ordinary Shares (the "Optional SecuritiesCommon Shares"), as provided in Section 4 hereof. The Firm Securities and Common Shares and, to the extent such option is exercised, the Optional Securities Common Shares are herein hereinafter collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". Common Shares." It is understood that the Issuer Company is concurrently entering into an International Underwriting Agreement, agreement dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ) providing for ("Salomon International"i) and the other international underwriters named therein (together with Salomon International, offering by the "International Underwriters"), relating to the concurrent offering and sale Company of 840,000 shares 437,500 Ordinary Shares (the "Firm International SecuritiesCommon Shares") of Common Stock through arrangements with certain underwriters outside the United States and Canada (the "International OfferingManagers"), and (ii) the grant by the Company to the International Managers of an option to purchase up to 65,625 additional Ordinary Shares solely to cover over-allotments, if any. It is understood that the Company is not obligated to sell, and the Underwriters are not obligated to purchase, any Firm Common Shares unless all of the Firm International Common Shares are contemporaneously purchased by the International Managers. 2 The U.S. Offered Securities Underwriters and the International Securities are collectively referred to as the "Offered Securities". To provide Managers will concurrently enter into an Intersyndicate Agreement of even date herewith providing for the coordination of their activities, certain transactions among the Underwriters and the International Managers under the direction of Montxxxxxx Xxxurities. You have advised the Company that the Underwriters have entered into an Agreement Between U.S. propose to make a public offering of the Common Shares on the effective date of the registration statement hereinafter referred to, or as soon thereafter as in your judgment is advisable. The Company hereby confirms its agreement with respect to the purchase of the Common Shares by the Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.as follows:

Introductory. WinStar CommunicationsGRAVITY Co., Inc.Ltd., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "Issuer" or "WinStarCOMPANY"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (and the "U.S. Offering") to the several underwriters named persons listed in Schedule A hereto (the "UnderwritersSELLING SHAREHOLDERS") propose to sell to the several Underwriters (as defined below) an aggregate of 3,360,000 shares 9,300,000 American Depositary Shares (the "Firm SecuritiesFIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") of to be sold by the Issuer's Common Stock, $0.01 par value per share ("Common Stock")Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Issuer Company also proposes to grant issue and sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 additional shares 1,396,000 ADSs (the "Optional SecuritiesOPTIONAL ADSs"). The Firm Securities ADSs and the Optional Securities ADSs are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are hereinafter collectively referred to as the "Offered SecuritiesOFFERED SECURITIES". To provide for , which term, unless otherwise specified, also includes the coordination of their activities, Common Shares underlying the Underwriters Firm ADSs and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, Optional ADSs. The Common Shares to sell be represented by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to each other for purposes be issued pursuant to the Deposit Agreement dated as of resale.February ___, 2004 (the "DEPOSIT AGREEMENT"), among the Company, The Bank of New York, as depositary (the "DEPOSITARY"), and the holders and beneficial holders from time to time of the ADRs. The Company and the Selling Shareholders hereby agree with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") as follows:

Introductory. WinStar CommunicationsJinkoSolar Holding Co., Inc.Ltd., a Delaware corporation an exempted company incorporated under the laws of the Cayman Islands (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together agrees with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (the "“Underwriters"”) to issue and sell to the Underwriters 4,062,500 American Depositary Shares (“ADSs” and each an aggregate “ADS”), each representing four ordinary shares, par value of 3,360,000 shares (the "Firm Securities") US$0.00002 each of the Issuer's Common StockCompany (“Ordinary Shares”), $0.01 par value per share ("Common Stock"). The Issuer and also proposes to grant issue and sell to the Underwriters, at the option of the Credit Suisse Securities (USA) LLC and Barclays Capital INC., as representatives of the Underwriters an option(collectively, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"the “Representatives”), to purchase an aggregate of not more than 630,000 609,375 additional shares ADSs as set forth below. The aforesaid 4,062,500 ADSs (the "“Firm Securities”) and all or any part of the 609,375 ADSs subject to the option described below (the “Optional Securities"). The Firm Securities and the Optional Securities ”) are herein hereinafter collectively called the "U.S. “Offered Securities"”. The United States Securities Act of 1933 is herein referred We understand the ADSs are to as be issued pursuant to the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting AgreementAmended and Restated Deposit Agreement dated November 9, dated the date hereof 2018, (the "International Underwriting “Deposit Agreement"”), with Salomon Brothers International Limited among the Company, JPMorgan Chase Bank, N.A., as depositary ("Salomon International"the “Depositary”), and holders from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. This agreement (the “Agreement”) and the other international underwriters named therein (together with Salomon InternationalDeposit Agreement, the "International Underwriters")as each may be amended or supplemented from time to time, relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are hereinafter collectively referred to as the "Offered Securities"“Transaction Documents”. To provide for Capitalized terms not otherwise defined herein have the coordination of their activitiesmeanings ascribed to them in the Final Prospectus. In a separate concurrent private placement, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, Company agrees to sell convertible notes to certain investors (the Offered “Concurrent Private Placement Purchaser”), pursuant to the Purchase Agreement dated as of May 15, 2019 (the “Concurrent Private Placement”) in accordance with Regulation S under the Securities to each other for purposes of resaleAct.

Introductory. WinStar Communications, Inc.Huami Corporation, a Delaware corporation company incorporated in the Cayman Islands (the "Issuer" or "WinStar"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together “Company”) agrees with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, several Underwriters named in Schedule B hereto (“Underwriters”) to issue and sell (the "U.S. Offering") to the several underwriters named Underwriters [●] Class A ordinary shares, par value US$0.0001 per share of the Company (“Class A Ordinary Shares”), in the form of [●] American Depositary Shares (“American Depositary Shares” or “ADSs”). The [●] ADS to be sold by the Company is hereinafter referred to as the “Firm Share”. The Company and the shareholders listed in Schedule A hereto (“Selling Shareholders”) also agree to sell to the "Underwriters") an aggregate of 3,360,000 shares (, at the "Firm Securities") option of the Issuer's Common StockUnderwriters, $0.01 par value per share ("Common Stock"). The Issuer also proposes to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares [●] Class A Ordinary Shares in the form of [●] ADSs (the "“Optional Securities"Shares”), as set forth below. The Firm Securities Shares and the Optional Securities Shares are herein collectively called the "U.S. “Offered Securities"Shares”. The United States Securities Act Company and the Underwriters hereby acknowledge that, as part of 1933 is herein referred the proposed offering of the ADSs, the Company has requested Xxxxx Xxxxxxx & Co., and Xxxxx Xxxxxxx & Co. has agreed, to administer a directed share program (the “Directed Share Program”). The Company and the Underwriters hereby agree that 5% of the Offered Shares by the Underwriters (the “Directed Shares”), shall be reserved for purchase at the initial public offering price by the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”) under this Directed Share Program as part of the "Securities Act". It is understood that distribution of the Issuer is concurrently entering into an International ADSs by the Underwriters, subject to the terms of this Underwriting Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Securities available for sale to the general public will be reduced to the extent that Participants purchase the Directed Shares. The Underwriters may offer any Offered Shares not purchased by Participants to the general public on the same basis as the other Offered Shares being sold hereunder. The ADSs are to be issued pursuant to a Deposit Agreement dated the date hereof as of [●], 2018 (the "International Underwriting “Deposit Agreement"”) among the Company, [●], as Depositary (the “Depositary”), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, owners and holders from time to time of the "International Underwriters"), relating ADSs issued under the Deposit Agreement. Each ADS will initially represent the right to receive [●] Class A Ordinary Shares deposited pursuant to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resaleDeposit Agreement.

Introductory. WinStar Communications, Inc.AC Immune SA, a Delaware corporation company established in Ecublens, near Lausanne, Switzerland (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "“Underwriters"”) an aggregate of 3,360,000 7,391,305 shares (the "Firm Securities") of the Issuer's Common Stockits registered shares, $0.01 par nominal value CHF 0.02 per share ("Common Stock"the “Shares”). The Issuer also 7,391,305 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company proposes to grant issue, and has granted to the Underwriters an optionoption to purchase, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), up to purchase an aggregate of not more than 630,000 additional shares (the "Optional Securities")1,108,695 Shares as provided in ‎Section 2. The additional 1,108,695 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Securities Shares and the Optional Securities Shares are herein collectively called the "U.S. “Offered Securities"Shares.” Any issuance and sale of Offered Shares shall be subject to the Record Shareholders (as defined below) Rights (as defined below). The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof Xxxxxxxxx LLC (the "International Underwriting Agreement"“Jefferies”), with Salomon Brothers International Limited Leerink Partners LLC ("Salomon International"“Leerink”) and UBS Securities LLC (“UBS”) have agreed to act as representatives of the other international underwriters named therein several Underwriters (together with Salomon Internationalin such capacity, the "International Underwriters"), relating to “Representatives”) in connection with the concurrent offering and sale of 840,000 shares the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. As has been communicated by the Company by media release on July 17, 2018, the statutory preemptive subscription rights (the "International Securities"“Rights”) of Common Stock outside existing shareholders of the United States and Canada Company at the close of trading on The Nasdaq Global Market on July 2, 2018 (the "International Offering"“Record Date”; and such shareholders, the “Record Shareholders”) with respect to all Offered Shares will be indirectly preserved and honored by allotting eligible Record Shareholders who validly exercised their Rights within the Rights exercise period the respective number of Offered Shares (subject to adjustments to eliminate fractional shares). Each existing Share held by a Record Shareholder on the Record Date conferred on its respective holder one (1) Right, and each Record Shareholder was entitled to purchase one (1) Offered Share for every 6.74 validly exercised Rights vis-à-vis the Company’s registrar and transfer agent or the bank or other intermediary administering the securities account to which such Record Shareholder's Shares were credited, in each case at the price of $11.75 per share. The U.S. Offered Securities Rights exercise period lasted from 4:00 p.m. (New York City time) on July 17, 2018 to 4:00 p.m. (New York City time) on July 18, 2018. The Rights were not listed or traded on any stock exchange or regulated securities market and the International Securities are collectively referred to as the "Offered Securities"were not tradable. To provide for the coordination of their activities, The Company understands and acknowledges that the Underwriters have not organized, arranged for, supported or facilitated any trading, transfer or exercise of Rights. Rights not validly exercised within the Rights exercise period (including without limitation Rights with respect to which a holder was not permitted to exercise such Rights in accordance with the terms of the respective offering, and exercised Rights in excess of the International Underwriters nearest integral number of Offered Shares) have entered into an Agreement Between U.S. Underwriters lapsed and International Underwriters become null and void without compensation, and Offered Shares for which permit them, among other things, to sell Rights have not been validly exercised will be available for general allocation and sale by the Offered Securities to each other for purposes of resaleUnderwriters.

Introductory. WinStar Communications, Inc., a Delaware corporation (the "Issuer" or "WinStar"), and WinStar Multichannel Tailwind Two Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Cayman Islands exempted company (the Issuer ("WMC", and, together with the Issuer, the "Sellers"“Company”), have agreedproposes, upon the terms and subject to the terms and conditions stated hereinset forth in this agreement (this “Agreement”), to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "“Underwriters"”) an aggregate of 3,360,000 shares 30,000,000 units of the Company (the "Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"“Units”). The Issuer also proposes 30,000,000 Units to grant be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), option to purchase up to an aggregate of not more than 630,000 additional shares (4,500,000 Units as provided in Section 2. The additional 4,500,000 Units to be sold by the "Company pursuant to such option are collectively called the “Optional Securities"). .” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the "U.S. “Offered Securities".” Jxxxxxxxx LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). The United States Securities Act of 1933 is To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein referred to shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the "Securities Act"context requires. It is understood that Each Unit consists of one of the Issuer is concurrently entering into an International Underwriting AgreementCompany’s Class A ordinary shares, dated par value $0.0001 per share (“Class A Ordinary Shares”), and one-third of one redeemable warrant, where each whole warrant entitles the date hereof holder to purchase one Class A Ordinary Share (the "International Underwriting Agreement"“Public Warrant(s), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"”). The Class A Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Offered Securities and Exchange Commission (the International Securities are collectively referred “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the "Offered Securities"date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. To provide for the coordination of their activitiesAs used herein, the Underwriters and term “Business Combination” (as described more fully in the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit themRegistration Statement (as defined below)) shall mean a merger, among other thingsshare exchange, to sell the Offered Securities to each other for purposes of resaleasset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

Introductory. WinStar Communications, Inc.MDxHealth SA, a Delaware corporation limited liability company (naamloze vennootschap/société anonyme) organized under the laws of Belgium (the "Issuer" or "WinStar"“Company”), proposes to issue and WinStar Multichannel Corp.sell, a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject pursuant to the terms and conditions stated herein, to issue and sell of this Underwriting Agreement (the "U.S. Offering") “Agreement”), to the several underwriters named in Schedule A hereto (the "“Underwriters") ,” or, each, an “Underwriter”), an aggregate of 3,360,000 10,000,000 American Depositary Shares of the Company (“ADSs”) each representing ten (10) fully paid ordinary shares to be issued without nominal value (the "Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"“Ordinary Shares”). The Issuer also proposes to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares (the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 10,000,000 ADSs so proposed to be sold is herein hereinafter referred to as the "Securities Act"“Offered ADSs”. It is understood that The Company also proposes to sell to the Issuer is concurrently entering into Underwriters, upon the terms and conditions set forth in Section 3(b) hereof, up to an International Underwriting Agreement, dated the date hereof additional 1,500,000 ADSs (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"“Optional ADSs”). The U.S. Offered Securities ADSs and the International Securities Optional ADSs are hereinafter collectively referred to as the "“Securities”. Xxxxx and Company, LLC and Xxxxxxx Xxxxx & Company, L.L.C. are acting as representatives of the several Underwriters (the “Representatives” or “you” or “your”). The Company shall, following subscription by the Underwriters of the Offered Securities". To provide ADSs, deposit, on behalf of the Underwriters, the Ordinary Shares being delivered in the form of the Offered ADSs with ING Bank S.A. as custodian (the “Custodian”) for The Bank of New York Mellon (the “Depositary”) in Belgium, which shall deliver the Offered ADSs to the Representatives for the coordination account of their activitiesthe several Underwriters for subsequent delivery to the other several Underwriters for subsequent delivery to the ultimate investors that subscribed for such ADSs. Each ADS will represent ten (10) fully paid Ordinary Shares, and may be evidenced by American Depositary Receipts (“ADRs”), to be issued by the Depositary, pursuant to the deposit agreement dated as of November 8, 2021 (the “Deposit Agreement”) by and among the Company, the Underwriters Depositary and the International owners and holders from time to time of the ADSs. Each reference herein to an ADR shall include the corresponding ADS and vice versa. The Company understands that the Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, propose to sell make a public offering of the Offered Securities ADSs as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The price to each other for purposes the public of resalethe Offered ADSs has been fixed through a book-building process immediately prior to the signing of this Agreement.

Introductory. WinStar CommunicationsQunar Cayman Islands Limited, Inc., a Delaware corporation an exempted company incorporated in the Cayman Islands (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreedagrees, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (the "“Underwriters") ”), an aggregate of 3,360,000 shares 8,000,000 American Depositary Shares (the "Firm Securities"“ADSs”), each ADS representing three (3) the Company’s Class B ordinary shares, par value $0.001 per share (the “Ordinary Shares”) of the Issuer's Common StockCompany, $0.01 par value per share ("Common Stock"). The Issuer also proposes and, at the election of the Underwriters, the Company agrees to grant issue and sell, subject to the terms and conditions stated herein and at the election of the Underwriters, to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate of not more than 630,000 additional shares (1,200,000 ADSs. The 8,000,000 ADSs to be sold by the "Company are hereinafter referred to as the “Firm Securities,” and the 1,200,000 ADSs to be sold by the Company at the election of the Underwriters are hereinafter referred to as the “Optional Securities"). .” The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are hereinafter collectively referred to as the "“Offered Securities". To provide for .” Unless the coordination of their activitiescontext otherwise requires, each reference to the Firm Securities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to each as the “Firm Shares,” “Optional Shares” and “Offered Shares”, respectively). The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of October 31, 2013, among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and holders and beneficial owners from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. In separate private placement offering (the “Private Placement”) in reliance on Section 4(a)(2) of the Act (as defined below) or other for purposes applicable exemptions under the Act, the Company has agreed to sell US$500 million in aggregate principal amount of resale2% senior unsecured convertible notes (the “Convertible Notes”) to SL Camel Holdco Limited, Gaoling Fund, L.P. and YHG Investment, L.P. (the “Note Purchasers”) pursuant to the purchase agreement dated as of June 1, 2015.

Introductory. WinStar Communications, Inc.AK Steel Corporation, a Delaware corporation (“Company”) and AK Steel Holding Corporation (the "Issuer" “Guarantor” or "WinStar"“Parent”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together agree with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the "Underwriters") an aggregate of 3,360,000 shares several Underwriters $150,000,000 principal amount (the "“Firm Securities"”) of the Issuer's Common Stock, $0.01 par value per share its 5.00% Exchangeable Senior Notes due 2019 ("Common Stock"). The Issuer “Securities”) and also proposes agrees to grant issue and sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 $22,500,000 additional shares principal amount (“Optional Securities”) of its Securities as set forth below, all to be issued under a base indenture, dated as of May 11, 2010 (the "Optional Securities"“Base Indenture”), as supplemented by a supplemental indenture, dated as of the First Closing Date (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantor and U.S. Bank National Association, as Trustee. The Firm Securities and the Optional Securities are herein collectively called the "U.S. “Offered Securities"”. The United States Offered Securities Act of 1933 is herein referred to as will be guaranteed on an unsecured senior basis by the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof Guarantor (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon Internationalsuch guarantee, the "International Underwriters"“Guarantee”). The Company hereby confirms its engagement of Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) as, relating and Xxxxxx Xxxxxxx hereby confirms its agreement with the Company to render services as, the “qualified independent underwriter,” within the meaning of Rule 5121(f)(12) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) with respect to the concurrent offering and sale of 840,000 shares (the "International Offered Securities") of Common Stock outside . Xxxxxx Xxxxxxx, solely in its capacity as the United States qualified independent underwriter and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively not otherwise, is referred to herein as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale“QIU.”

Introductory. WinStar Communications, Sogou Inc., a Delaware corporation an exempted company incorporated in the Cayman Islands (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreedagrees, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule SCHEDULE A hereto (the "“Underwriters") ”), an aggregate of 3,360,000 shares 45,000,000 American Depositary Shares (“ADSs”), each ADS representing one Class A ordinary share, par value US$0.001 per share (the "Firm Securities"“Ordinary Shares”) of the Issuer's Common Stock, $0.01 par value per share Company ("Common Stock"the “Firm Securities”). The Issuer Company also proposes agrees to grant sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 additional shares 6,750,000 ADSs (the "“Optional Securities"”), subject to the terms and conditions stated herein. The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are hereinafter collectively referred to as the "“Offered Securities". To provide for .” Unless the coordination of their activitiescontext otherwise requires, each reference to the Firm Securities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to each as the “Offered Shares”). The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of November [·], 2017 among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders and beneficial holders from time to time of the American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs. The Company hereby acknowledges that, as part of the proposed offering of the Offered ADSs, it has requested Xxxxx Xxxxxxx & Co., and Xxxxx Xxxxxxx & Co. has agreed, to administer a directed share program (the “Directed Share Program”) under which up to [·] ADSs, or approximately [·]% of the ADSs to be purchased by the Underwriters (the “Directed ADSs”), shall be reserved for purchase at the initial public offering price by the Company’s directors, executive officers, employees, business associates and members of their families as designated by the Company (collectively, the “Participants”) as part of the distribution of the Offered Securities by the Underwriters, subject to the terms of this Underwriting Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority (“FINRA”) and all other applicable laws, rules and regulations. The number of ADSs available for purposes of resalesale to the general public will be reduced to the extent that the Participants purchase Directed ADSs. The Underwriters may offer any Directed ADSs not purchased by the Participants to the general public on the same basis as the other Offered ADSs being sold hereunder.

Introductory. WinStar CommunicationsBuild-A-Bear Workshop, Inc., a Delaware corporation (the "Issuer" or "WinStarCOMPANY"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell 1,500,000 shares of its common stock (the "U.S. OfferingSECURITIES") to and the several underwriters named stockholders listed in Schedule A hereto (the "UnderwritersSELLING STOCKHOLDERS") propose severally to sell an aggregate of 3,360,000 5,982,000 outstanding shares of the Securities (such 7,482,000 shares of Securities being hereinafter referred to as the "Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common StockFIRM SECURITIES"). The Issuer Certain Selling Stockholders also proposes propose to grant sell to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. named in Schedule B hereto ("SalomonUNDERWRITERS"), to purchase at the option of the Underwriters, an aggregate of not more than 630,000 1,122,300 additional outstanding shares of the Company's Securities, as set forth below (such 1,122,300 additional shares (being hereinafter referred to as the "Optional SecuritiesOPTIONAL SECURITIES"). The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered SecuritiesOFFERED SECURITIES". The United States Securities Act As part of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting offering contemplated by this Agreement, dated Citigroup Global Markets Inc. has agreed to reserve out of the date hereof Firm Securities set forth opposite its name on the Schedule B hereto, up to 374,100 shares, for sale to parties who are not directors, officers, or employees of the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus under the heading "Underwriting" (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International OfferingDIRECTED SHARE PROGRAM"). The U.S. Offered Firm Securities to be sold by Citigroup Global Markets Inc. pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by Citigroup Global Markets Inc. pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by any Participants by 8:00 A.M. New York City time on the business day following the date on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. CSFB and Citigroup Global Markets Inc. are acting as representatives (together, the "REPRESENTATIVES") of the several Underwriters. The Company and the International Securities are collectively referred to Selling Stockholders hereby agree with the several Underwriters as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.follows:

Introductory. WinStar Communications, Canaan Inc., a Delaware corporation an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Issuer" or "WinStar"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together “Company”) agrees with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (the "“Underwriters"”) to issue and sell to the several Underwriters an aggregate of 3,360,000 shares [●] American Depositary Shares (“American Depositary Shares” or “ADSs”), each representing [●] Class A ordinary shares, par value US$0.00000005 per share of the Company (the "Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"“Ordinary Shares”). The Issuer aggregate of [●] ADSs to be sold by the Company are hereinafter referred to as the “Firm Shares”. The Company also proposes agrees to grant sell to the Underwriters an optionUnderwriters, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriters, to purchase an aggregate of not more than 630,000 additional shares [●] ADSs (the "“Optional Securities"Shares”), as set forth below. The Firm Securities Shares and the Optional Securities Shares are herein collectively called the "U.S. “Offered Securities"Shares”. The United States Securities Act ADSs are to be issued pursuant to a Deposit Agreement dated as of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement[●], dated the date hereof 2019 (the "International Underwriting “Deposit Agreement"”) among the Company, The Bank of New York Mellon, as Depositary (the “Depositary”), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon Internationalowners and holders from time to time of the ADSs issued under the Deposit Agreement. Each ADS will initially represent the right to receive [●] Ordinary Shares deposited pursuant to the Deposit Agreement. Unless the context otherwise requires, each reference to the Firm Shares, the "International Underwriters"), relating to Option Shares or the concurrent offering and sale of 840,000 shares Offered Shares herein shall also include the underlying Ordinary Shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"“Shares”). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resale.

Introductory. WinStar Communications, Inc.SunPower Corporation, a Delaware corporation (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (the "U.S. Offering") to the several underwriters Initial Purchasers named in Schedule A hereto (the "Underwriters") an aggregate of 3,360,000 shares “Initial Purchasers”), for whom you are acting as representative (the "Firm “Representative”), $300,000,000 aggregate principal amount of 0.75% Senior Convertible Debentures due 2018 (the “Offered Securities") ”). The Offered Securities will be issued pursuant to the Indenture to be dated as of May 29, 2013 (the Issuer's “Indenture”), between the Company and Xxxxx Fargo Bank, National Association, as Trustee (the “Trustee”). The Offered Securities will be convertible into shares of Common Stock, $0.01 par value $0.001 per share share, of the Company ("the “Common Stock"). The Issuer also proposes to grant to ”) in accordance with the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon"), to purchase an aggregate terms of not more than 630,000 additional shares (the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting Agreement, dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Indenture. As used herein, “Underlying Securities” means the shares of Common Stock into which the Offered Securities are collectively referred convertible. The Offered Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Offered Securities"“Act”), in reliance on exemptions therefrom. To provide for the coordination of their activities, the Underwriters and the International Underwriters The Initial Purchasers have entered into an Agreement Between U.S. Underwriters and International Underwriters a commitment letter, dated as of May 20, 2013, with Total Gas & Power USA SAS (the “Commitment Letter”) pursuant to which permit them, among other things, such affiliate has committed to sell purchase from the Initial Purchasers the aggregate principal amount of the Offered Securities set out therein (the “Affiliate Securities”) at the price and upon the terms set forth in the General Disclosure Package (as defined below) and the Final Memorandum (as defined below). The Initial Purchasers propose to each other for purposes make an offering of resalethe remaining Offered Securities (the “Non-Affiliate Securities”) to prospective purchasers at the price and upon the terms set forth in the General Disclosure Package and the Final Memorandum.

Introductory. WinStar CommunicationsVital Therapies, Inc., a Delaware corporation (the "Issuer" or "WinStar"“Company”), and WinStar Multichannel Corp.agrees with Xxxxxxx Lynch, a Delaware corporation and a wholly-owned subsidiary of Pierce, Xxxxxx & Xxxxx Incorporated, who is acting as sole underwriter (the Issuer ("WMC", and, together with the Issuer, the "Sellers"“Underwriter”), have agreed, subject to the terms and conditions stated herein, to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the "Underwriters") an aggregate of 3,360,000 Underwriter 5,454,546 shares (the "“Firm Securities"”) of the Issuer's Common Stockits common stock, $0.01 par value $0.0001 per share ("Common Stock"). The Issuer the “Securities”) and also proposes agrees to grant issue and sell to the Underwriters an optionUnderwriter, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon")at the option of the Underwriter, to purchase an aggregate of not more than 630,000 818,181 additional shares (the "“Optional Securities")”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "U.S. “Offered Securities"”. The United States Securities Act As part of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is concurrently entering into an International Underwriting offering contemplated by this Agreement, dated the date hereof Underwriter has agreed to reserve out of the Firm Securities purchased by them under this Agreement, up to 1,727,275 shares in the aggregate, for sale to the Company’s directors, officers, employees and other parties associated with the Company or its directors, officers, employees or stockholders (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting.” The Firm Securities to be sold by the Underwriter (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International"“Directed Shares”) and will be sold by the other international underwriters named therein (together with Salomon International, Underwriter pursuant to this Agreement at the "International Underwriters"), relating public offering price. Any Directed Shares not properly subscribed for will be offered to the concurrent offering and sale of 840,000 shares (public by the "International Securities") of Common Stock outside Underwriter as set forth in the United States and Canada (the "International Offering"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permit them, among other things, to sell the Offered Securities to each other for purposes of resaleFinal Prospectus.

Introductory. WinStar CommunicationsPrime Service, Inc., a Delaware corporation (the "Issuer" or "WinStarCompany"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WMC", and, together with the Issuer, the "Sellers"), have agreed, subject to the terms and conditions stated herein, proposes to issue and sell (the "U.S. Offering") to the several underwriters Underwriters named in Schedule A hereto (the "Underwriters") an aggregate of 3,360,000 ), for whom CS First Boston Corporation ("CSFBC"), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Salomon Brothers Inc are acting as representatives ("Representatives"), 5,800,000 shares (the "U.S. Firm Securities") of the Issuer's its Common Stock, $0.01 par value per share ("Common StockSecurities"). The Issuer also proposes stockholders listed in Schedule B hereto ("Selling Stockholders") propose severally to grant sell to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. and the Managers ("Salomon"as herein defined), to purchase at the option of the Underwriters and the Managers, an aggregate of not more than 630,000 1,087,500 additional shares of Securities (the "Optional Securities")) as set forth below. The U.S. Firm Securities and the Optional Securities that may be sold to the Underwriters ("U.S. Optional Securities") are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". It is understood that the Issuer is Company and the Selling Stockholders are concurrently entering into an International Underwriting a Subscription Agreement, dated the date hereof (the "International Underwriting Subscription Agreement"), with Salomon Brothers International CS First Boston Limited ("Salomon InternationalCSFBL") and the other international underwriters managers named therein (together with Salomon InternationalCSFBL, the "International UnderwritersManagers"), relating to the concurrent offering and sale of 840,000 shares (the "International Securities") of Common Stock outside the United States and Canada ("International Offering") by the Company of 1,450,000 shares of Securities ("International Firm Securities", which together with the Optional Securities that may be sold to the Managers ("International Optional Securities") are hereinafter called the "International OfferingSecurities"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters Managers have entered into an Agreement Between U.S. Underwriters and International Underwriters Managers which permit permits them, among other things, to sell the Offered Securities to each other for purposes of resale.. The Company and each of the Selling Stockholders hereby agree with the several Underwriters as follows:

Introductory. WinStar CommunicationsSCM Microsystems, Inc., a Delaware corporation (the "Issuer" or "WinStarCompany"), and WinStar Multichannel Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer selling stockholders named in Schedule B hereto ("WMC", and, together with the Issuer, the "SellersSelling Stockholders")) propose to sell, have agreed, subject pursuant to the terms and conditions stated hereinof this Agreement, to issue and sell (the "U.S. Offering") to the several underwriters U.S. Underwriters named in Schedule A hereto (the "U.S. Underwriters," or, each, a ") U.S. Underwriter"), an aggregate of 3,360,000 1,500,000 shares (the "Firm Securities") of the Issuer's Common Stock, $0.01 0.001 par value per share (the "Common Stock"), of the Company. The Issuer aggregate of 1,500,000 shares so proposed to be sold is hereinafter referred to as the "Firm Stock." The Company also proposes to grant sell to the U.S. Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. and the International Managers ("Salomon"as hereinafter defined), upon the terms and conditions set forth in Section 3 hereof, up to purchase an aggregate additional 450,000 shares of not more than 630,000 additional shares Common Stock (the "Optional SecuritiesStock"). The Firm Securities Stock and the Optional Securities Stock are herein hereinafter collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities ActStock." Cowex & Xompany (". Cowen"), Hambxxxxx & Xuisx XXX and Wessxxx, Xxxxxx & Hendxxxxx, X.L.C. are acting as representatives of the several U.S. Underwriters and in such capacity are hereinafter referred to as the "Representatives." It is understood by all parties that the Issuer is Company and the Selling Stockholders are concurrently entering into an International Underwriting Agreement, agreement dated the date hereof (the "International Underwriting Agreement"), with Salomon Brothers International Limited ("Salomon International") providing for the sale by the Company and the other international underwriters named therein (together with Salomon International, the "International Underwriters"), relating to the concurrent offering and sale Selling Stockholders of 840,000 an aggregate of 1,500,000 shares of Common Stock (the "International SecuritiesStock") of Common Stock through arrangements with certain international managers outside the United States and Canada (the "International OfferingManagers"), for whom Cowex International L.P., Westdeutsche Landesbank Girozentrale and Hambxxxxx & Quisx XXX are acting as lead managers (the "Lead Managers"). The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters and the International Underwriters have entered Managers simultaneously are entering into an agreement among the U.S. and International underwriting syndicates (the "Agreement Between Among U.S. Underwriters and International Underwriters Managers") which permit themprovides for, among other things, to sell the Offered Securities to each other for purposes transfer of resale.shares of Stock, between the two syndicates. Two forms of

Introductory. WinStar CommunicationsAmeritech New Zealand Investments, Inc., a Delaware corporation (the "Issuer" or Selling Shareholder"WinStar), proposes to offer and sell ordinary shares, no par value per share (each, a "Share"), of Telecom Corporation of New Zealand Limited, a New Zealand limited liability company (the "Company"), and WinStar Multichannel Corp.American Depositary Shares, a Delaware corporation and a wholly-owned subsidiary of each representing the Issuer right to receive eight Shares (each, an "WMC", and, together with the Issuer, the "SellersADS"), have agreedin a U.S. Offering, a Rest of the World Offering, a New Zealand Offering and an Australian Offering (each term as herein defined). The Selling Shareholder proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the "U.S. OfferingUnderwriters") to and the several underwriters Underwriters named in Schedule A II hereto (the "Rest of the World Underwriters" and, together with the U.S. Underwriters, the "International Underwriters") an aggregate of 3,360,000 shares 258,246,064 Shares (the "Firm Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"). The Issuer also proposes to grant to the Underwriters an option, exercisable by Xxxxxxx Xxxxx Xxxxxx Inc. ("SalomonShares"), a portion of which may be delivered in the form of Shares and a portion of which may be deposited by the Selling Shareholder pursuant to the Deposit Agreement referred to below and delivered in the form of ADSs, and the International Underwriters propose, subject to the terms and conditions stated herein, to purchase the Firm Shares, with payment for such Firm Shares (whether in the form of Shares or ADSs) to be made on an instalment basis as more fully described below and in Section 5 hereof. In addition, as set forth below, the Selling Shareholder proposes to sell to the International Underwriters, at their election, up to an aggregate of not more than 630,000 [39,624,606] additional shares Shares (the "Optional SecuritiesShares"), a portion of which may be delivered in the form of Shares and a portion of which may be deposited by the Selling Shareholder pursuant to the Deposit Agreement and delivered in the form of ADSs, with payment for such Optional Shares (whether in the form of Shares or ADSs) to be made on an instalment basis as more fully described below and in Section 5 hereof. The Firm Securities Shares and the Optional Securities Shares which the U.S. Underwriters elect to purchase pursuant to Section 3 hereof (in the form of Shares or ADSs) are collectively called the "U.S. Firm Shares" and the "U.S. Optional Shares", respectively, and the U.S. Firm Shares and the U.S. Optional Shares are collectively called the "U.S. Shares". The offering of the U.S. Shares in the United States and Canada is herein called the "U.S. Offering". The Firm Shares and the Optional Shares which the Rest of the World Underwriters elect to purchase pursuant to Section 3 hereof (in the form of Shares or ADSs) are collectively called the "Rest of the World Firm Shares" and the "Rest of the World Optional Shares", respectively, and the Rest of the World Firm Shares and the Rest of the World Optional Shares are collectively called the "Rest of the World Shares". The offering of the Rest of the World Shares outside the United States, Canada, New Zealand and Australia is herein called the "Rest of the World Offering". The U.S. Offering and the Rest of the World Offering are herein collectively called the "U.S. Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities ActInternational Offering". It is understood that the Issuer Selling Shareholder is concurrently offering (i) a total of 79,500,000 Shares (the "New Zealand Shares") by way of a public offering in New Zealand (the "New Zealand Offering") and (ii) a total of 59,600,000 Shares (the "Australian Shares") by way of a public offering in Australia (the "Australian Offering"). The New Zealand Offering is being made pursuant to a registered prospectus and an investment statement in New Zealand (together, the "New Zealand Prospectus") and the Australian Offering is being made pursuant to a prospectus in Australia (the "Australian Prospectus"). It is further understood that the Selling Shareholder is, concurrently with the execution of this Agreement, entering into an International a New Zealand and Australian Underwriting Agreement, Deed dated the date hereof (the "International New Zealand and Australian Underwriting Agreement"), ) with Salomon Brothers International Limited ("Salomon International") and the other international a syndicate of New Zealand underwriters named therein (together with Salomon International, the "International New Zealand Underwriters"), relating to the concurrent offering ) and sale a syndicate of 840,000 shares Australian underwriters named therein (the "International Securities") of Common Stock outside the United States and Canada (the "International OfferingAustralian Underwriters"). The U.S. Offered Securities International Offering, the New Zealand Offering and the International Securities Australian Offering are herein collectively referred to as called the "Global Offering". The U.S. Shares, the Rest of the World Shares, the New Zealand Shares and the Australian Shares, whether in the form of Shares or ADSs, are herein collectively called the "Offered SecuritiesShares". To provide for the coordination of their activities, the International Underwriters, the New Zealand Underwriters and the International Australian Underwriters have entered (collectively, the "Underwriters") are simultaneously entering into an Agreement Between U.S. Underwriters Among U.S., Rest of the World, New Zealand and International Underwriters Australian Syndicates dated the date hereof (the "Agreement Among Syndicates") which permit themprovides, among other things, to sell that Credit Suisse First Boston Corporation and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated are acting as the joint global coordinators (the "Joint Global Coordinators") for the Global Offering and that sales may be made among the syndicates of such number of Offered Securities to each other Shares as may be agreed with the Joint Global Coordinators for purposes of resaleresale to investors. The Shares and ADSs to be sold hereunder are to be paid for in two instalments as more fully described in Section 5 hereof. Prior to payment in full of the Final Instalment (as defined below), beneficial interests in the Shares will be represented by instalment receipts ("IRs"), and purchasers that have elected to receive their Shares in the form of ADSs will receive interim ADSs ("Interim ADSs") evidenced by interim American Depositary Receipts ("Interim ADRs"). Each IR will evidence the full beneficial ownership interest in a Share, subject to the Trust Deed (as defined below), including the Security Interest (as defined below) of the Selling Shareholder. Each Interim ADS will represent the right to receive eight IRs. Upon payment in full of the Final Instalment, the holder of an IR will become the registered holder of the Share relating to such IR and the holder of an Interim ADS will become the registered holder of an ADS. Unless the context otherwise requires, all references in this Agreement to (i) Shares shall mean IRs, (ii) ADSs shall mean Interim ADSs, (iii) ADRs shall mean Interim ADRs, (iv) the Deposit Agreement (as defined below) shall mean the Interim Deposit Agreement (as defined below) and (v) the Depositary (as defined below) shall mean the Interim Depositary (as defined below), until the Final Instalment shall have been paid with respect to the Shares and ADSs. Whenever computations are contemplated herein that involve both numbers of Shares and numbers of ADSs, they shall be made on a consistent basis, by first converting the number of ADSs into the number of Shares they represent. The IRs will be issued pursuant to the provisions of a Trust Deed dated as of March 13, 1998 (the "Trust Deed") between the Selling Shareholder and The New Zealand Guardian Trust Company Limited (the "Trustee"). Registered holders of IRs (other than the custodian for the Interim Depositary) and registered holders of Interim ADSs on the ninth business day prior to and inclusive of the Final Instalment Due Date (as defined in Section 5 hereof) will be obligated to pay the Final Instalment. The Interim ADSs, evidenced by Interim ADRs, will be issued in accordance with the Interim Deposit Agreement to be dated on or about April 9, 1998, (the "Interim Deposit Agreement") among the Company, the Selling Shareholder, the Trustee, The Bank of New York as Interim Depositary (the "Interim Depositary"), and the holders from time to time of Interim ADRs. The holders of Interim ADRs, as parties to the Interim Deposit Agreement, will be bound by the terms and conditions of the Trust Deed. Accordingly, each holder of an Interim ADR will be deemed to have agreed to pay the Final Instalment of the purchase price by the Final Instalment Due Date in accordance with the Trust Deed and the Interim Deposit Agreement. The ADSs, evidenced by American Depositary Receipts ("ADRs"), will be issued in accordance with the Amended and Restated Deposit Agreement dated as of April 1, 1997 (the "Deposit Agreement"), among the Company, The Bank of New York, as Depositary (the "Depositary"), and the holders from time to time of ADRs issued thereunder. IR holders may transfer or sell their IRs subject to the terms of the Trust Deed, and Interim ADS holders may transfer or sell their Interim ADSs, as evidenced by Interim ADRs, subject to the terms of the Interim Deposit Agreement and the Trust Deed. Upon registration of a transfer of an IR or Interim ADS, as evidenced by an Interim ADR, in accordance with the provisions of the Trust Deed, the transferor is discharged from any liability to pay the Final Instalment. The Trust Deed and the Interim Deposit Agreement provide that, when a transferee becomes a registered holder of an IR or Interim ADS, that transferee becomes bound by all of the terms of the Trust Deed, the IR, the Interim ADS and Interim Deposit Agreement, as applicable, including the obligation to pay the Final Instalment. Therefore, notwithstanding anything herein to the contrary, the Selling Shareholder acknowledges and agrees that, upon registration of the transfer or sale of the IRs and Interim ADSs by the Underwriters on the ninth business day prior to and inclusive of the Final Instalment Due Date, such Underwriters shall have no liability or obligation whatsoever with respect to the payment of the Final Instalment with respect to the IRs and Interim ADSs so transferred or sold. If an IR holder or Interim ADR holder defaults in payment of the Final Instalment and, in the event (i) an IR holder or Interim ADR holder, as the case may be, is an Intermediary (as defined in the Trust Deed) and (ii) prior to 5:00 p.m. (Wellington time) on the second business day after the Final Instalment Due Date (as defined below), such Intermediary effects a transfer on the IR Register or Interim ADR Register (each as defined in the Trust Deed), as the case may be, of the IR or Interim ADR to which a Share relates, to the beneficial owner on whose behalf such Intermediary holds such IR or Interim ADR, then such beneficial owner shall be, and such Intermediary shall cease to be, liable for the defaulted amount. Four forms of offering documents will be used in connection with the offering and sale of the Offered Shares contemplated by the foregoing: (i) the U.S. Prospectus (as defined below) relating to the offer and sale of the U.S. Shares in the United States and Canada as part of the U.S. Offering, (ii) an offering circular relating to the offer and sale of the Rest of the World Shares in the rest of the world as part of the Rest of the World Offering (in its final form, the "Rest of the World Offering Circular"), (iii) the New Zealand Prospectus in connection with the offering and sale of the New Zealand Shares in the New Zealand Offering and (iv) the Australian Prospectus in connection with the offering and sale of the Australian Shares in the Australian Offering. Copies of a preliminary Rest of the World Offering Circular (as supplemented or amended prior to becoming final, hereinafter called the "Preliminary Rest of the World Offering Circular") have been delivered to you and to you for each of the other Rest of the World Underwriters, and the Company, at the request of the Selling Shareholder, will prepare the Rest of the World Offering Circular. The Preliminary Rest of the World Offering Circular and the Preliminary U.S. Prospectus (as defined below) are collectively called the "Preliminary Prospectus" and the Rest of the World Offering Circular and the U.S. Prospectus are collectively called the "Prospectus". References in Section 2 of this Agreement to the "Prospectus" shall be deemed to refer to both the Preliminary Prospectus and, once printed, the Prospectus.