Common use of Introductory Clause in Contracts

Introductory. C▇▇▇▇▇▇ Holdings, Inc. ("COMPANY"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsEach of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), Inc. each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales ("COMPANY"“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), an authorized capital by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock consisting of 10,000,000 (such newly issued shares, $0.01 par valuethe “Exchange Shares”, and the transfer of Preferred Stockthe Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of which no shares will be outstanding as of the Framework Agreement, the Company will, on the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"as defined below), of which 18,141,306 repurchase 24,442,083 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may Company’s common stock to be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended received by the Pricing Agreement hereinafter defined ("UNDERWRITERS")Selling Stockholders and Misys Patriot Limited, who are acting severally a limited company formed under the Laws of England and not jointly. In additionWales, in the Company proposes to grant to the Underwriters Arsenal Exchange for an option to purchase up to 937,500 additional shares aggregate consideration of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters $577.4 million (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"“Share Repurchase”), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:.

Introductory. C▇▇▇▇▇▇ HoldingsSubject to the terms and conditions contained herein, Inc. ("COMPANY"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 to the Underwriters 1,650,000 shares of its authorized but unissued common stock (the "Common Stock") and 1,650,000 redeemable warrants to purchase Common Stock (the "FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSWarrants"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of The Common Stock ("OPTION SHARES") as provided in Section 4 hereofand Warrants shall be offered and sold separately and traded separately on the American Stock Exchange. The Firm Shares andFor the purpose of this Agreement, references hereinafter to the extent such option is exercised, the Option Shares, are hereinafter collectively Common Stock and Warrants shall sometimes be referred to as the "SHARES.Securities" You have advised where appropriate. In addition, solely for the purpose of covering over-allotments, the Company that grants to the Underwriters propose Representative options 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that purchase up to 312,500 an additional 247,500 shares of the Shares to be purchased by the Underwriters Common Stock and/or 247,500 Warrants (the "RESERVED SHARESAdditional Securities") ), which options to purchase shall be reserved for sale by exercisable, in whole or in part, from time to time during the Underwriters to certain eligible employees and independent loan review specialists of sixty (60) day period commencing on the Company date on which the Registration Statement (as hereinafter defined) is initially declared effective (the "INVITEESEffective Date") by the Securities and Exchange Commission (the "Commission"). Unless otherwise noted, as part the Common Stock, together with the additional 247,500 shares of Common Stock issuable on exercise of the distribution over-allotment option, is referred to hereinafter as the "Common Stock" and the Warrants and the 247,500 Warrants issuable on exercise of the Shares by over-allotment option are referred to hereinafter as the Underwriters"Warrants". Each Warrant will entitle the holder to purchase one share of Common Stock (a "Warrant Share") at a price equal to 125% of the offering price of the Common Stock during the four year exercise period of the Warrants, subject to the terms Company's right of this Agreement, redemption. The Warrants may be redeemed by the applicable rules, regulations and interpretations Company commencing one year from the Effective Date of the National Association Registration Statement upon at least 30 days prior written notice, in whole but not in part, at a price of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To $.25 per Warrant provided the extent that any such Reserved Shares are not orally confirmed closing bid price for purchase by Invitees by the end Company's Common Stock is at least 175% of the first business exercise price of the Warrant during each day after of the twenty (20) trading days immediately preceding the date of this Agreementthe Company's written notice of redemption; provided, that notice of any such Reserved Shares may redemption must be offered to the public by the Underwriters as part given not more than five days after such 20 day trading period. The terms and provisions of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares Warrants shall be governed by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an a warrant agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and its transfer agent (the Representative and shall specify such applicable information as is indicated in Exhibit A hereto"Warrant Agreement"), which Warrant Agreement will contain, among other provisions, anti-dilution protection for warrantholders on terms acceptable to the Representative. The offering of Common Stock, Warrants and Additional Securities are more fully described in the Shares will be governed by this Agreement, as supplemented by Prospectus referred to below. All references to the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement Company below shall be deemed to incorporate include, where appropriate, the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:Company's subsidiaries, if any.

Introductory. C▇▇▇▇▇▇ HoldingsEach of Omega Healthcare Investors, Inc., a Maryland corporation (the “Company”), and BofA Securities, Inc. ("COMPANY"in its capacity as seller of Borrowed Shares (as defined below), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"“Forward Seller”), an authorized capital stock consisting at the Company’s request in connection with one or more letter agreements (each such letter agreement, a “Forward Sale Agreement”) between the Company and Bank of 10,000,000 sharesAmerica, $0.01 par valueN.A. (in such capacity, of Preferred Stockthe “Forward Purchaser”) relating to the forward sale by the Company, of which no shares will be outstanding subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as of such terms are defined in the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"applicable Forward Sale Agreement), of which 18,141,306 a number of shares will be outstanding as of common stock, par value $0.10 per share (“Common Stock”) of the First Closing Date hereinafter Company equal to the applicable number of Underwritten Borrowed Shares (as defined (excluding any shares of Common Stock that may be issued upon exercise of options after below) sold by the date of Forward Seller pursuant to this Agreement). The Company proposes to issue , confirms its agreement with BofA Securities, Inc. (in such capacity, the “Representative”) and sell 6,250,000 shares each of its authorized but unissued Common Stock ("FIRM SHARES") to the several other underwriters named in Schedule A as it may be amended hereto (together with the Representative, the “Underwriters”), with respect to (i) the sale by the Pricing Agreement hereinafter defined ("UNDERWRITERS")Forward Seller and the purchase by the Underwriters, who are acting severally and not jointly. In addition, of an aggregate of 7,500,000 shares of Common Stock (the Company proposes to “Underwritten Borrowed Shares”) and (ii) the grant by the Forward Seller to the Underwriters an Underwriters, acting severally and not jointly, of the option described in Section 3(c) hereof to purchase up to 937,500 all or any part of 1,125,000 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares andthe “Borrowed Option Shares”), if and to the extent such option is exercisedthat the Representative shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Common Stock. The Underwritten Borrowed Shares and the Company Top-Up Underwritten Shares (as defined in Section 12(a) hereof) are herein referred to collectively as the “Underwritten Forward Shares.” The Company Top-Up Underwritten Shares and the Company Top-Up Option Shares (as defined in Section 12(a) hereof) are herein referred to collectively as the “Top-Up Shares.” The Borrowed Option Shares and the Company Top-Up Option Shares are herein referred to collectively as the “Forward Option Shares, .” The Underwritten Borrowed Shares and the Borrowed Option Shares are hereinafter collectively herein referred to as the "SHARES“Borrowed Shares." You have advised ” The Underwritten Forward Shares and the Company that the Underwriters propose to make a public offering of their respective portions of the Forward Option Shares as soon as you deem advisable after the registration statement hereinafter are herein referred to becomes effective, if it has not yet become effective, and collectively as the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject “Forward Shares.” References herein to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares “Forward Sale Agreements” are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by initial Forward Sale Agreement and/or any Additional Forward Sale Agreement (as defined below) as the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:context requires.

Introductory. C▇▇▇▇▇▇ HoldingsAmerican Public Education, Inc. ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"“Amended and Restated Charter”), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"“Common Stock”), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (defined, excluding any shares of Common Stock that may be issued upon the exercise of options after the date of this Agreement of stock options outstanding as of the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES"“Firm Shares”) to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES"“Reserved Shares”) shall be reserved for sale by the Underwriters to certain eligible employees of the Company and independent loan review specialists certain other individuals identified by the officers and directors of the Company (the "INVITEES"“Invitees”), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("“NASD"”) and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of 1 Plus an option to acquire up to additional shares to cover overallotments. the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsSubject to the terms and conditions contained herein, Inc. ("COMPANY"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by Underwriters 1,200,000 Units (the Pricing Agreement hereinafter defined ("UNDERWRITERSUnits"), who are acting severally comprised of 1,200,000 shares of common stock (the "Common Stock") and 1,200,000 redeemable warrants (the "Warrants"). The Common Stock and Warrants shall be immediately separately transferable and the Units shall not jointlybe listed for trading on the Nasdaq SmallCap Market. For the purpose of this Agreement, references hereinafter to Common Stock and Warrants shall be deemed to include, where appropriate, the Units. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant grants to the Underwriters an Representative the option to purchase up to 937,500 an additional 180,000 Units (the "Additional Securities"), which option to purchase shall be exercisable, in whole or in part, from time to time during the forty-five (45) day period commencing on the date on which the Registration Statement (as hereinafter defined) is initially declared effective (the "Effective Date") by the Securities and Exchange Commission (the "Commission"). Unless otherwise noted, the Common Stock, together with the additional 180,000 shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares andissuable on exercise of the over-allotment option, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to hereinafter as the "SHARES.Common Stock" You have advised and the Company that Warrants and the Underwriters propose to make a public offering of their respective portions 180,000 Warrants issuable on exercise of the Shares as soon as you deem advisable after the registration statement hereinafter over-allotment option are referred to becomes effective, if it has not yet become effective, and hereinafter as the Pricing Agreement hereinafter defined has been executed and delivered"Warrants". The Company and Two Warrants will entitle the Underwriters agree that up holder to 312,500 purchase one share of Common Stock (a "Warrant Share") at a price of $9.00 during the thirty-six (36) month exercise period of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the UnderwritersWarrants, subject to the terms Company's right of this Agreement, redemption. The Warrants may be redeemed by the applicable rules, regulations and interpretations Company commencing one year from the Effective Date of the National Association Registration Statement upon at least 30 days prior written notice, in whole but not in part, at a price of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To $.05 per Warrant provided the extent that any such Reserved Shares are not orally confirmed closing bid price for purchase by Invitees by the end Company's Common Stock is at least 125% of the first business exercise price of the Warrant during each day after of the twenty (20) trading day period ending five days preceding the date of this Agreement, such Reserved Shares may be offered to the public by written notice. During the Underwriters as part of one year period commencing on the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several UnderwritersEffective Date, the Company and shall not lower the exercise price of the Warrants without the Representative's prior consent, acting on behalf which will not be unreasonably withheld. The terms and provisions of the several Underwriters, Warrants shall enter into an be governed by a warrant agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and its transfer agent (the Representative and shall specify such applicable information as is indicated in Exhibit A hereto"Warrant Agreement"), which Warrant Agreement will contain, among other provisions, anti-dilution protection for warrant holders on terms acceptable to the Representative. The offering of Common Stock, Warrants and Additional Securities are more fully described in the Shares will be governed by this Agreement, as supplemented by Prospectus referred to below. All references to the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement Company below shall be deemed to incorporate include, where appropriate, the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:Company's subsidiaries, if any.

Introductory. C▇▇▇▇▇▇ HoldingsSubject to the terms and conditions contained herein, Inc. ("COMPANY"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 to the Underwriters 1,200,000 units (the "Units") comprised of 1,200,000 shares of its authorized but unissued common stock (the "Common Stock") and 1,200,000 redeemable warrants (the "Warrants"). The Common Stock ("FIRM SHARES") and Warrants shall be immediately separately transferrable and the units shall not be listed for trading on the Nasdaq SmallCap Market. For the purpose of this Agreement, references hereinafter to Common Stock and Warrants shall be deemed to include where appropriate, the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointlyUnits. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant grants to the Underwriters an Representative the option to purchase up to 937,500 an additional 180,000 shares of Common Stock and/or 180,000 Warrants (the "OPTION SHARESAdditional Securities"), which option to purchase shall be exercisable, in whole or in part, from time to time during the forty-five (45) day period commencing on the date on which the Registration Statement (as hereinafter defined) is initially declared effective (the "Effective Date") as provided in Section 4 hereofby the Securities and Exchange Commission (the "Commission"). The Firm Shares and, to the extent such option is exercisedUnless otherwise noted, the Option SharesCommon Stock, are hereinafter collectively together with the additional 180,000 shares of Common Stock issuable on exercise of the over-allotment option, is referred to hereinafter as the "SHARES.Common Stock" You have advised and the Company that Warrants and the Underwriters propose to make a public offering of their respective portions 180,000 Warrants issuable on exercise of the Shares as soon as you deem advisable after the registration statement hereinafter over-allotment option are referred to becomes effective, if it has not yet become effective, and hereinafter as the Pricing Agreement hereinafter defined has been executed and delivered"Warrants". The Company and Each Warrant will entitle the Underwriters agree that up holder to 312,500 purchase one share of Common Stock (a "Warrant Share") at a price equal to $ during the thirty-six (36) month exercise period of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the UnderwritersWarrants, subject to the terms Company's right of this Agreement, redemption. The Warrants may be redeemed by the applicable rules, regulations and interpretations Company commencing one year from the Effective Date of the National Association Registration Statement upon at least 30 days prior written notice, in whole but not in part, at a price of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To $.05 per Warrant provided the extent that any such Reserved Shares are not orally confirmed 2 closing bid price for purchase by Invitees by the end Company's Common Stock is at least 150% of the first business exercise price of the Warrant during each day after of the twenty (20) trading day period ending five days preceding the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part written notice. The terms and provisions of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares Warrants shall be governed by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an a warrant agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and its transfer agent (the Representative and shall specify such applicable information as is indicated in Exhibit A hereto"Warrant Agreement"), which Warrant Agreement will contain, among other provisions, anti-dilution protection for warrantholders on terms acceptable to the Representative. The offering of Common Stock, Warrants and Additional Securities are more fully described in the Shares will be governed by this Agreement, as supplemented by Prospectus referred to below. All references to the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement Company below shall be deemed to incorporate include, where appropriate, the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:Company's subsidiaries, if any.

Introductory. C▇▇▇▇▇▇ Holdings, Inc. American Medserve Corporation ("COMPANY"), ) a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, 1,000,000 shares of Preferred Stock, $.01 par value, none of which no shares will be were outstanding as of the First Closing Date hereinafter defined____________, 1996 and 150,000,000 shares, $0.01 par value, 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 18,141,306 ________ shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 803,550 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative Representatives and shall -------------------- * Plus an option to acquire up to 803,550 additional shares to cover overallotments. specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. Standard Parking Corporation ("COMPANY"), ) a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 [__________] shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 [________] par value, of Common Stock (the "COMMON STOCK"), of which 18,141,306 [________] shares will be were outstanding as of [____________ ____], 2004, and [_________] shares, $[________] par value, of Preferred Stock (the First Closing Date hereinafter defined (excluding any "PREFERRED STOCK"), of which [_________] shares were outstanding as of [_____________ ____], 2004. In connection with the offering described herein, the Company will redeem or otherwise retire all of its outstanding shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)Preferred Stock. The Company proposes to issue and sell 6,250,000 4,100,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A A, as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes and Steamboat Industries LLC (the "SELLING STOCKHOLDER")(2) propose to grant to the Underwriters an option to purchase up to 937,500 615,000 additional shares of Common Stock ("OPTION SHARES") ), as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company and the Selling Stockholder that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:.

Introductory. C▇▇▇▇▇▇ HoldingsAmerican Public Education, Inc. ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 100,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"“Common Stock”), of which 18,141,306 17,940,439 shares were outstanding as of September 30, 2008, and no other shares of Common Stock will be outstanding have been issued as of the First Closing Date hereinafter defined (excluding any defined, except for shares of Common Stock that may be issued upon the exercise of stock options after outstanding as of September 30, 2008, 1,218 shares of Common Stock issued pursuant to the date Company’s director compensation policies or shares of Common Stock issued pursuant to this Agreement). The Company proposes to issue and sell 6,250,000 15,000 shares of its authorized but unissued Common Stock, and certain stockholders of the Company (as named in Schedule B, the “Selling Stockholders”) propose to sell in the aggregate 3,791,657 shares of the Company’s issued and outstanding Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. Collectively, such total of 3,806,657 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the “Firm Shares.” In addition, the Company proposes Selling Stockholders propose to grant to the Underwriters an option options to purchase up to 937,500 an aggregate of 421,295 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is options are exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company and the Selling Stockholders that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between among the Company Company, the Selling Stockholders and the Representative and shall 1 Plus options to acquire up to an aggregate of 421,295 additional shares to cover overallotments. specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Stockholders hereby confirms its confirm their agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsMazel Stores, Inc. Inc., an Ohio corporation ("COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, 2,000,000 shares of Preferred Stock, no par value per share, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, 14,000,000 shares of Common Stock Stock, no par value per share ("COMMON STOCKCommon Stock"), of which 18,141,306 ________ shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 2,145,000 shares of its authorized but unissued Common Stock ("FIRM SHARESFirm Shares") to the several underwriters named in Schedule SCHEDULE A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 321,750 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit EXHIBIT A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit EXHIBIT A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsPortfolio Recovery Associates, Inc. ("COMPANY")Inc., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), has an authorized capital stock consisting of 10,000,000 shares2,000,000 shares of preferred stock, $0.01 par value, of Preferred which no shares were outstanding as of the date hereof and 30,000,000 shares of common stock, $0.01 par value (“Common Stock”), of which no [ ] shares will be outstanding as immediately prior to the closing of the First Closing Date hereinafter defined, offering of shares contemplated by this Agreement. Certain stockholders of the Company (collectively referred to as the “Selling Stockholders” and 150,000,000 shares, $0.01 par value, named in Schedule B) propose to sell in the aggregate 1,700,000 shares (the “Firm Shares”) of the Company’s issued and outstanding Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes Selling Stockholders propose to grant to the Underwriters an option to purchase in aggregate up to 937,500 255,000 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” W▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. has the authority, subject to the terms and conditions contained herein, to act on behalf of the several Underwriters hereunder. You have advised the Company and the Selling Stockholders that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the Representative, acting on behalf of the several Underwriters, Underwriters shall enter into an agreement substantially in the form of Exhibit A 1Plus an option to acquire up to 255,000 additional shares to cover overallotments. hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Underwriters and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. CThe stockholders listed in Schedule A hereto ("Selling Stockholders") propose severally to sell to the Underwriters (as hereinafter defined) a number of warrants to purchase common stock, $0.01 par value ("Common Stock"), of Next Level Communications, Inc., a Delaware corporation ("Company"), that will be exercisable on the First Closing Date (as hereinafter defined), without payment of any cash exercise price, for an aggregate of __________ shares of Common Stock (such warrants being referred to herein as the "Firm Securities" and such shares of Common Stock being referred to herein as the "Firm Shares") and also propose to sell to the Underwriters, at the option of Underwriters, additional warrants to purchase Common Stock that will be exercisable on any Optional Closing Date (as hereinafter defined) for an aggregate of not more than additional shares of Common Stock as set forth below (such additional warrants being referred to herein as the "Optional Securities" and such additional shares of Common Stock being referred to herein as the "Optional Shares"). The Firm Securities and the Optional Securities are herein collectively called the "Securities," and the Firm Shares and the Optional Shares are herein collectively called the "Offered Shares." The Securities shall constitute a portion of the warrants issued by the Company to affiliates of Spen▇▇▇ ▇▇▇▇▇ Holdings▇▇▇estors LLC on November 15, Inc. 1999, and the number of Firm Securities and Optional Securities shall be determined in accordance with the provisions of Section 1.2 of such warrants. Each of the Selling Stockholders hereby agrees with the Company and with the several Underwriters named in Schedule B hereto ("COMPANYUnderwriters"), a Delaware corporationfor whom Credit Suisse First Boston Corporation, will have, upon the filing of an amendment to its Fourth Amended Lehm▇▇ ▇▇▇thers Inc. and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who UBS Warburg LLC are acting severally and not jointly. In additionas Representatives (in such capacity, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEESRepresentatives"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsNeenah Foundry Company, Inc. a Wisconsin corporation ("COMPANY"the “Company”), a Delaware corporationhereby agrees to issue to you, will haveat the time set forth in this Agreement, upon U.S.$75,000,000 of the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation Company’s 121/2% Senior Subordinated Notes due 2013 (the "CHARTER AMENDMENT"), “New Subordinated Notes”) in exchange for an authorized capital stock consisting equal principal amount of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares the Company’s outstanding 13% Senior Subordinated Notes due 2013 (the “13% Notes”) that you now own. The New Subordinated Notes will be outstanding substantially in the form attached hereto as Schedule A. Concurrently with the issuance of the First Closing Date hereinafter definedNew Subordinated Notes, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares the Company will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to also issue and sell 6,250,000 shares to Credit Suisse Securities (USA) LLC (“Credit Suisse”) U.S. $225,000,000 91/2% Senior Secured Notes due 2017 (the “Senior Notes”) pursuant to a Purchase Agreement (the “Senior Notes Purchase Agreement”) dated December 15, 2006, a copy of its authorized but unissued Common Stock which is attached hereto as Schedule B. The payment of principal of, and interest on, the New Subordinated Notes will be guaranteed on a subordinated basis, jointly and severally ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Guarantees”), who by all of the Company’s Wholly Owned Domestic Restricted Subsidiaries as defined in the form of Indenture attached to and incorporated by reference into the New Subordinated Notes (the “Indenture”). Our Wholly Owned Domestic Restricted Subsidiaries are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Guarantors” herein. The New Subordinated Notes and the Guarantees will be unsecured. The New Subordinated Notes and the Guarantees are herein collectively referred to as the “Exchanged Securities." You ” The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” Holders (including subsequent transferees) of the Exchanged Securities will have advised the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”), to be dated the date hereof, for so long as such Exchanged Securities constitute “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, (i) a registration statement under the Securities Act relating to other securities that are identical in all material respects to the Underwriters propose Exchanged Securities and registered under the Securities Act (the “Registered Exchange Securities”), to make be offered in exchange for the Exchanged Securities (such offer to exchange being referred to as the “Exchange Offer”) or, in certain circumstances (ii) a public offering of their respective portions shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Shares Exchanged Securities, and to use its commercially reasonable efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Exchanged Securities and the Registered Exchange Securities are referred to collectively as the “Securities.” The Company has commenced an offer to purchase (the “Tender Offer”) any and all of its existing U.S. $133,130,000 11% Senior Secured Notes due 2010 (the “2010 Notes”), together with a related solicitation of consents (the “Consent Solicitation”), as further described in the Offer to Purchase and Consent Solicitation Statement dated December 15, 2006 (the “Offer to Purchase and Consent Solicitation Statement”). The Company also has negotiated an Amended and Restated Loan and Security Agreement among the Company, as Borrower, and Bank of America, N.A., as Agent, the other parties named therein and the Lenders named therein (the “New Credit Agreement”). The closing of the Tender Offer and the Consent Solicitation is conditioned on the purchase of at least a majority of the 2010 Notes in accordance therewith and on the closing of the sale of the Senior Notes and the closing of the New Credit Agreement. The Company also plans to redeem (the “Redemption”) its 13% Notes that remain outstanding after completion of the exchange contemplated hereby in accordance with the terms of the indenture governing the 13% Notes (the “13% Notes Indenture”). The Redemption will occur as soon as you deem advisable after practicable following the registration statement hereinafter referred purchase of at least a majority of the 2010 Notes pursuant to becomes effectivethe Tender Offer and the Consent Solicitation, if it has not yet become effectivethe closing of the sale of the Senior Notes, and the Pricing Agreement hereinafter defined has been executed and deliveredclosing of the New Credit Agreement. The Company and the Underwriters Guarantors hereby agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters Tontine as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. National Research Corporation ("COMPANYCompany"), ) a Delaware Nebraska corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares______ shares of Preferred Stock, $0.01 ________ par value, of Preferred Stock, of which no ______ shares will be were outstanding as of the First Closing Date hereinafter defined____________, 19___ and 150,000,000 ________ shares, $0.01 ____ par value, of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 ________ shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 _______ shares of its authorized but unissued Common Stock, and a shareholder of the Company (referred to as the "Selling Shareholder" and named in Schedule B) propose to sell ______ shares of the Company's issued and outstanding Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively, such total of ________ shares of Common Stock proposed to be sold by the Company and the Selling Shareholder is hereinafter referred to as the "Firm Shares." In addition, the Company Selling Shareholder proposes to grant to the Underwriters an option to purchase up to 937,500 ______ additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Shareholder that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) _________________ 1 Plus an option to acquire up to 937,500 ____ additional shares to cover overallotments allotments. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Shareholder and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Shareholder and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Shareholder hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsMade2Manage Systems, Inc. Inc., an Indiana corporation (the "COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 no par value, of Common Stock ("Common Stock") and 2,000,000 shares, no par value, of Preferred Stock, of which no 1,686,451 shares will be were outstanding as of the First Closing Date hereinafter definedOctober 15, 1997. The Company, and 150,000,000 shares, $0.01 par value, of Common Stock the person named in Schedule II (the "COMMON STOCKPrimary Selling Shareholder"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes propose to issue and sell 6,250,000 2,000,000 shares of its authorized but unissued Common Stock (the "FIRM SHARESFirm Shares") of Common Stock, of which 1,800,000 shares are to be issued and sold by the Company and 200,000 shares are to be sold by the Primary Selling Shareholder to the several underwriters named in Schedule A I as it may be amended by the Pricing Agreement hereinafter defined (the "UNDERWRITERSUnderwriters"), who are acting severally and not jointly. In addition, certain persons named in Schedule III (the Company proposes "Option Selling Shareholders") propose to grant to the Underwriters an option to purchase up to 937,500 300,000 additional shares of Common Stock ("OPTION SHARESOption Shares") ), in the respective amounts set forth opposite their respective names in Schedule III, as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." The Primary Selling Shareholder 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 Firm 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. -------------------------------------------------------------------------------- *Plus an option to acquire up to 300,000 additional shares to cover over-allotments. You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A B hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A B hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Shareholders hereby confirms its confirm their agreement with the Underwriters as follows:

Introductory. C▇Banc of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") $731,415,299 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the aggregate initial Class Certificate Balances or Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise initial Class Certificate Balance or Notional Amount within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class 1-B-4, Class 1-B-5, Class 1-B-6, Class T2-B-1, Class T2-B-2, Class CE and Class P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of approximately 180 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated October 30, 2006 by and between the Company, as purchaser and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, dated October 30, 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National Association, as trustee (the "Trustee"), and ▇▇▇▇▇ HoldingsFargo Bank, Inc. ("COMPANY")N.A., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation as master servicer (the "CHARTER AMENDMENTMaster Servicer"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding ) and as of securities administrator (the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCKSecurities Administrator"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to Offered Certificates will be issued in the several underwriters named denominations specified in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS")I. The Pooling and Servicing Agreement, who are acting severally and not jointly. In additionthis Agreement, the Company proposes to grant to Mortgage Loan Purchase Agreement and the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares andagreement, to the extent such option is exercisedbe dated October 30, the Option Shares2006, are hereinafter collectively referred to by and between BAS, as the "SHARES." You have advised the Company that the Underwriters 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 effectivepurchaser, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Purchase Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To are collectively referred to herein as the extent "Basic Documents." Capitalized terms used herein that any such Reserved Shares are not orally confirmed for purchase by Invitees by otherwise defined herein have the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially meanings assigned thereto in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Pooling and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Servicing Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:.

Introductory. C▇▇▇▇▇▇▇ Holdings, Inc. ("COMPANY")▇▇▇▇ Homes, a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as “Company”) agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to sell to the Underwriters 1,000,000 6.50% tangible equity units (the “Units”) of the First Closing Date Company (such tangible equity units being hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding referred to as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement“Firm Securities”). The Company proposes also agrees to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by Underwriters, at the Pricing Agreement hereinafter defined option of the Underwriters, an aggregate of not more than 150,000 Units ("UNDERWRITERS"“Optional Securities”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereofset forth below. The Firm Shares andSecurities and the Optional Securities are herein collectively called the “Offered Securities.” Each Offered Security has a stated amount of $100 (the “Stated Amount”) and consists of (1) a prepaid stock purchase contract (each, a “Purchase Contract”) under which the holder has purchased and the Company will agree to automatically deliver on December 1, 2017, subject to acceleration in connection with any early settlement of such Purchase Contract pursuant to the provisions thereof and of the Purchase Contract Agreement (the “Purchase Contract Agreement”), to be dated as of the extent Closing Date (as defined herein), by and between the Company, U.S. Bank National Association, as purchase contract agent (in such option is exercisedcapacity, the Option Shares“Purchase Contract Agent”) and U.S. Bank National Association, are hereinafter collectively referred to as trustee under the "SHARES." You have advised Indenture (as defined herein) (the Company that “Trustee”), a number of shares (the Underwriters propose to make a public offering “Issuable Common Stock”) of their respective portions Class A Common Stock, par value $0.01 per share (the “Common Stock”) of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effectiveCompany, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject determined pursuant to the terms of this Agreementthe Purchase Contract and the Purchase Contract Agreement and (2) a senior subordinated amortizing note with a scheduled final installment payment date of December 1, 2017 (each, an “Amortizing Note’) issued by the Company, each of which Amortizing Note will have an initial principal amount of $18.01 and will pay equal quarterly installment of $1.625 (or, in the case of the installment payment due on March 1, 2015, $1.8056), which in the aggregate would be equivalent to a 6.50% cash distribution per year on the Stated Amount per Offered Security. The Amortizing Notes will be issued pursuant to an indenture, as supplemented by a related supplemental indenture, in each case, to be dated as of the Closing Date (together, as further amended and supplemented, the applicable rules“Indenture”), regulations by and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A heretoTrustee. The offering of the Shares Purchase Contracts will be governed by this issued pursuant to the Purchase Contract Agreement. This Agreement, as supplemented by the Pricing Agreement. From and after Offered Securities, the date of the execution and delivery of the Pricing Purchase Contract Agreement, this Agreement shall the Issuable Common Stock and the Indenture are referred to herein collectively as the “Securities Documents”. Each reference herein to the Offered Securities, the Firm Securities or the Optional Securities will be deemed to incorporate include a reference to the Pricing Agreement. The Company hereby confirms its agreement with constituent Purchase Contracts and Amortizing Notes, unless the Underwriters as follows:context otherwise requires.

Introductory. CThermo ▇▇▇▇▇▇ Holdings, Inc. ("COMPANY")Scientific Inc., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”) and each of ▇.▇. ▇▇▇▇▇▇ Securities LLC, in its capacity as agent for an affiliate of the JPM Forward Purchaser (as defined below) (in such agency capacity, the “JPM Forward Seller”), and Barclays Capital Inc., in its capacity as agent for an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as affiliate of the First Closing Date hereinafter definedBarclays Forward Purchaser (as defined below) (in such agency capacity, and 150,000,000 sharesthe “Barclays Forward Seller” and, $0.01 par valuetogether with the JPM Forward Seller, of Common Stock ("COMMON STOCK"the “Forward Sellers”), of which 18,141,306 shares will be outstanding as at the request of the First Closing Date hereinafter Company in connection with the Forward Sale Agreements (as defined (excluding any shares below), confirm their respective agreements with you and each of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named Underwriters listed in Schedule A hereto (the “Underwriters”), for whom you are acting as it may be amended representatives (the “Representatives”), with respect to (a) subject to Section 10 hereof, the sale by the Pricing Agreement hereinafter defined ("UNDERWRITERS")Forward Sellers and the purchase by the Underwriters, who are acting severally and not jointly. In addition, of an aggregate of 25,730,994 shares of common stock, par value $1.00 per share, of the Company (such common stock the “Common Stock” and such shares of Common Stock, the Company proposes to “Borrowed Underwritten Shares”) and (b) the grant by the Forward Sellers or the Company, as applicable, to the Underwriters an Underwriters, in each case acting severally and not jointly, of the option described in Section 2 hereof to purchase up to 937,500 all or any portion of an additional 3,859,649 shares of Common Stock ("OPTION SHARES") as provided the “Option Shares”). Any Option Shares sold to the Underwriters by the Forward Sellers pursuant to Section 2 hereof upon exercise of the option described in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, 2 hereof are hereinafter collectively herein referred to as the "SHARES." You have advised “Borrowed Option Shares,” and any Option Shares sold to the Underwriters by the Company that pursuant to Section 2 hereof upon exercise of such option are herein referred to as the Underwriters propose “Company Option Shares.” The Borrowed Underwritten Shares and the Company Top-Up Underwritten Shares (as defined in Section 10 hereof) are herein referred to make a public offering collectively as the “Underwritten Shares.” The Company Top-Up Underwritten Shares, the Company Option Shares and the Company Top-Up Option Shares (as defined in Section 10 hereof) are herein referred to collectively as the “Company Shares.” The Borrowed Underwritten Shares and the Borrowed Option Shares are herein referred to collectively as the “Borrowed Shares.” The Underwritten Shares and the Option Shares are herein referred to collectively as the “Shares.” The shares of their respective portions Common Stock to be outstanding after giving effect to the sale of the Shares as soon as you deem advisable after the registration statement hereinafter are referred to becomes effective, if it has not yet become effective, and herein as the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:“Stock.”

Introductory. C▇▇▇▇▇▇ HoldingsTeam Financial, Inc. (the "COMPANYCompany"), a Delaware corporationbank holding company, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, shares of Preferred Stock, none of which no shares will be were outstanding as of the First Closing Date hereinafter definedJune __, 1999, and 150,000,000 shares, $0.01 par value, 50,000,000 shares of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 ____________ shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 700,000 shares of its authorized but unissued Common Stock and a shareholder of the Company (referred to as the "FIRM SHARES"Selling Shareholder" and named in Schedule B) proposes to sell 300,000 shares of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule A A, as it may be amended by the Pricing Agreement hereinafter defined (the "UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively, such total of 1,000,000 shares of Common Stock proposed to be sold by the Company and the Selling Shareholder is hereinafter referred to as the "Firm Shares." In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 150,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Shareholder that the Underwriters 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 after the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Shareholder and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication communication between the Company Company, the Selling Shareholder and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. ----------------- *Plus an option to acquire up to 150,000 additional shares to cover overallotments. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Shareholder hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. ("COMPANY")Dynavax Technologies Corporation, a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting of 10,000,000 sharesproposes to sell, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of pursuant to the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date terms of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") , to the several underwriters named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters,” or, each, an “Underwriter”), who are acting severally and not jointly. In addition(i) an aggregate of 18,525,000 shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company proposes to grant to (the Underwriters an option “Common Shares”) and warrants to purchase up to 937,500 additional an aggregate of 4,631,250 shares of Common Stock ("OPTION SHARES"the “Warrants”) in the form attached hereto as provided in Section 4 hereofExhibit I and (ii) an aggregate of 4,840 shares of the Company’s Series B Convertible Preferred Stock, $0.001 par value per share (the “Preferred Stock”, and together with the Common Shares, the “Stock”) and Warrants to purchase an aggregate of 1,210,000 shares of Common Stock. The Firm Shares and, to shares of Common Stock underlying the extent such option is exercised, the Option Shares, Warrants are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering “Warrant Shares”. The shares of their respective portions Common Stock issuable upon conversion of the Shares as soon as you deem advisable after the registration statement Preferred Stock are hereinafter referred to becomes effective, if it has not yet become effectiveas the “Conversion Shares”, and together with the Pricing Agreement Warrant Shares, the “Underlying Shares”. ▇▇▇▇▇ and Company, LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” An “automatic shelf registration statement” as defined in Rule 405 of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-3 (File No. 333-219781) in respect of the Stock and Warrants has been executed filed with the Securities and delivered. The Company Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the Underwriters agree effectiveness of such registration statement or any part thereof has been issued and no proceeding for that up to 312,500 purpose has been initiated or threatened by the Commission, and no notice of objection of the Shares Commission to be purchased the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the Rules and Regulations has been received by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), prospectus filed as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially automatic shelf registration statement in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:the

Introductory. C▇▇▇▇▇▇ HoldingsTurboChef Technologies, Inc. ("COMPANY"“Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 5,000,000 shares of Preferred Stock, $1.00 par value per share, of which no shares were outstanding as of [____], 2005 and 100,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par valuevalue per share, of Common Stock ("COMMON STOCK"“Common Stock”), of which 18,141,306 [____] shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 [____] shares of its authorized but unissued Common Stock, and certain stockholders of the Company (collectively referred to as the “Selling Stockholders” and named in Schedule B) propose to sell [____] shares of the Company’s issued and outstanding Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. Collectively, such total of shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the “Firm Shares.” In addition, certain of the Company proposes Selling Stockholders propose to grant to the Underwriters an option to purchase up to 937,500 [____] additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company and the Selling Stockholders that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their agreements with the Underwriters as follows:: *Plus an option to acquire up to [____] additional shares to cover over-allotments.

Introductory. C▇▇▇▇▇▇ HoldingsRamaco Resources, Inc. ("COMPANY")Inc., a Delaware corporation, will have, upon corporation (“Company”) agrees with the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation several Underwriters named in Schedule B hereto (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes “Underwriters”) to issue and sell 6,250,000 to the several Underwriters 3,800,000 shares of its authorized but unissued Common Stock ("FIRM SHARES"“Securities”) and the stockholders listed in Schedule A hereto (“Selling Stockholders”) agree severally with the Underwriters to sell to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional aggregate of 2,200,000 outstanding shares of Common Stock the Securities ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are 6,000,000 shares of Securities being hereinafter collectively referred to as the "SHARES." You have advised “Firm Securities”). The Selling Stockholders also agree to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 900,000 additional shares (the “Optional Securities”) of the Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. The Company is a Delaware corporation that was formed for the purpose of making the proposed issuance and sale of the Offered Securities (the “Offering”). It is understood and agreed to by all parties that concurrently with, or prior to, the closing of this Offering, the Company, will enter into certain corporate reorganization transactions (the “Reorganization Transactions”), pursuant to which the following transactions will occur: A. In connection with the Reorganization Transactions, the certificate of incorporation of the Company that will be amended and restated (as amended and restated, the Underwriters propose to make a public offering “Company Restated Certificate of their respective portions Incorporation”) and the bylaws of the Shares Company will be amended and restated (as soon amended and restated, the “Company Restated Bylaws”). B. Pursuant to that certain Master Reorganization Agreement, dated as you deem advisable after of February 1, 2017 (the registration statement hereinafter referred to becomes effective“Master Reorganization Agreement”), if it has not yet become effectiveby and among the Company, Ramaco Development, LLC, a Delaware limited liability company (“Ramaco Development”), Ramaco Merger Sub, LLC, a Delaware limited liability company (“Ramaco Merger Sub”), and the Pricing Agreement hereinafter Existing Owners (as defined has been executed and delivered. The Company and in the Underwriters agree that up Master Reorganization Agreement), to 312,500 among other things, establish the economic terms of the Shares Company’s reorganization. C. Pursuant to an Agreement and Plan of Merger, to be purchased by entered into on the Underwriters Closing Date (the "RESERVED SHARES") shall be reserved for sale by “Merger Agreement” and together with the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Master Reorganization Agreement, the applicable rules“Transaction Documents”), regulations by and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, among the Company and Ramaco Merger Sub, (i) Ramaco Merger Sub will merge with and into Ramaco Development and (ii) the Representative, acting on behalf Existing Owners will exchange all of their interests in Ramaco Development for all of the several UnderwritersCompany’s issued and outstanding Securities. As a result, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering Ramaco Development will become a direct, wholly owned subsidiary of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:Company.

Introductory. C▇▇▇▇▇▇ HoldingsMines Management Inc., Inc. an Idaho corporation ("COMPANY"“Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may II hereto (the “Underwriters”), the number of units (each a “Unit” and collectively the “Units”) set forth in Schedule I hereto (such Units to be amended issued and sold by the Pricing Agreement Company being hereinafter defined referred to as the “Underwritten Securities”). Each Unit is comprised of ("UNDERWRITERS"a) one share of Common Stock, US$0.001 par value (“Common Stock”) of the Company (each share of Common Stock to be issued and sold by the Company hereunder being hereinafter referred to as a “Share”, and collectively, the “Shares”), who are acting severally and not jointly. In addition(b) one-half of a warrant (each whole warrant to be issued and sold by the Company hereunder being hereinafter referred to as a “Warrant”, and collectively, the “Warrants”), each Warrant being exercisable to purchase one share of Common Stock (each such share of Common Stock to be issued upon exercise of a Warrant being hereinafter referred to as a “Warrant Share” and collectively the “Warrant Shares”). Each Warrant will be issued under a Warrant Agreement, to be dated as of April 16, 2007 (the “Warrant Agreement”), between the Company and Computershare Trust Company, N.A. as warrant agent, and will be exercisable by the holder thereof at a price of US$5.75 to acquire one Warrant Share prior to April 19, 2012. The Company also proposes to grant to the Underwriters an option to purchase up to 937,500 the number of additional shares of Common Stock Units set forth in Schedule I hereto to cover over-allotments ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, “Option Securities”; the Option SharesSecurities, are together with the Underwritten Securities, being hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions “Offered Securities”). The offer and sale of the Shares as soon as you deem advisable after Offered Securities are registered under the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and deliveredin Section 2(a). The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this AgreementAs used herein, the applicable rules, regulations and interpretations of term Underwriters shall mean either the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To singular or plural as the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:context requires.

Introductory. C▇▇▇▇▇▇ HoldingsPrism Financial Corporation, Inc. a Delaware corporation (the "COMPANYCompany"), a Delaware corporationas of the First Closing Date (hereinafter defined), will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), have an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, shares of Preferred Stock, $.01 par value, of which no shares will be outstanding as of the First Closing Date hereinafter defined, such date and 150,000,000 shares100,000,000 shares of Common Stock, $0.01 .01 par value, of Common Stock value ("COMMON STOCKCommon Stock"), of which 18,141,306 12,168,047 shares will be outstanding as of the First Closing Date hereinafter defined such date (excluding any the shares of Common Stock that may to be issued upon exercise of options after the date of this Agreementand sold hereunder). The Company proposes to issue and sell 6,250,000 2,500,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters ("Underwriters") named in Schedule A A, as it may be amended by the Pricing Agreement (hereinafter defined ("UNDERWRITERS"defined), who are acting severally and not jointly. Such total of 2,500,000 shares of Common Stock proposed to be sold by the Company is hereinafter referred to as the "Firm Shares." In addition, certain stockholders of the Company proposes (collectively referred to as the "Selling Stockholders" and named in Schedule B) propose to grant to the Underwriters an option to purchase up to 937,500 an aggregate of 375,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Stockholders that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativeRepresentatives, acting on behalf of the several ---------------------------- (1) Plus an option to acquire up to 375,000 additional shares from the Selling Stockholders to cover over-allotments. Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Underwriters agree that up to 250,000 Shares to be purchased by the Underwriters ("Reserved Shares") shall be reserved for sale by the Underwriters to certain eligible employees of the Company and other persons, subject to the terms of this Agreement, the Pricing Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that such Reserved Shares are not orally confirmed for purchase by such eligible employees and other persons by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public as part of the public offering contemplated hereby. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. CPursuant to the terms and conditions of this Underwriting Agreement (this “Agreement”) ▇▇▇▇▇▇▇ HoldingsMinerals, Inc. ("COMPANY")Inc., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting agrees with Credit Suisse Securities (USA) LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, as representatives (the “Representatives”) of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting 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. In addition, the Company proposes to grant sell to the several Underwriters an option to purchase up to 937,500 additional aggregate of 5,000,000 outstanding shares of Common Stock Securities ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are 11,000,000 shares of Securities being hereinafter collectively referred to as the "SHARES." You “Firm Securities”). The Selling Stockholders have advised also agreed, severally and not jointly, to sell to the Company that Underwriters, at the Underwriters propose to make a public offering of their respective portions option of the Shares Underwriters, an aggregate of not more than 1,650,000 additional shares of Securities (the “Optional Securities”) as soon set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities” and the proposed issuance and sale of the Offered Securities is referred to herein as you deem advisable after the registration statement “Offering”. A portion of the Offered Securities to be sold by the Selling Stockholders consists of Securities that are issuable upon redemption of units in ▇▇▇▇▇▇▇ Minerals Holdings, LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ LLC”), pursuant to the First Amended and Restated Limited Liability Company Agreement of ▇▇▇▇▇▇▇ 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 becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"as a “Redemption Transaction”), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:.

Introductory. C▇▇▇▇▇▇ HoldingsCheap Tickets, Inc. Inc., a Delaware corporation ("COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, shares of Preferred Stock, par value $0.01 per share, none of which no shares will be were outstanding as of the First Closing Date hereinafter definedAugust ____, 1999 and 150,000,000 shares, $0.01 par value, 70,000,000 shares of Common Stock Stock, par value $0.001 per share ("COMMON STOCKCommon Stock"), of which 18,141,306 [21,483,171] shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 an aggregate of 2,500,000 shares of its authorized but unissued Common Stock, and certain stockholders of the Company (collectively referred to as the "Selling Stockholders" and named in Schedule B) propose to sell 2,479,000 shares of the Company's issued and outstanding Common Stock, and 21,000 shares of the Company's Common Stock that will be issued to certain Selling Stockholders on the First Closing Date ("FIRM SHARES"as hereinafter defined) upon exercise of currently outstanding options, to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively, such total of 5,000,000 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the "Firm Shares." In addition, certain of the Company proposes Selling Stockholders, namely ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Specialty Retail Group III, L.P., the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust, as amended, and the ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Revocable Trust, as amended, propose to grant to the Underwriters an option to purchase up to 937,500 an aggregate of 750,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you ___________________ /1/ Plus an option to acquire up to 750,000 additional shares from certain of the Selling Stockholders to cover over-allotments. deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The registration statement referred to in Section 2(a) below (as amended, if applicable) at the time it becomes effective and the prospectus constituting a part thereof (including the information, if any, deemed to be part thereof pursuant to Rule 430A(b) and/or Rule 434), as from time to time amended or supplemented, are hereinafter referred to as the "Registration Statement," and the "Prospectus," respectively, except that if any revised prospectus shall be provided to the Underwriters by the Company for use in connection with the offering of the Shares which differs from the Prospectus on file at the Commission at the time the Registration Statement became or becomes effective (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b)), the term Prospectus shall refer to such revised prospectus from and after the time it was provided to the Underwriters for such use. If the Company elects to rely on Rule 434 of the 1933 Act, all references to "Prospectus" shall be deemed to include, without limitation, the form of prospectus and the term sheet, taken together, provided to the Underwriters by the Company in accordance with Rule 434 of the 1933 Act ("Rule 434 Prospectus"). Any registration statement (including any amendment or supplement thereto or information which is deemed part thereof) filed by the Company under Rule 462(b) ("Rule 462(b) Registration Statement") shall be deemed to be part of the "Registration Statement" as defined herein, and any prospectus (including any amendment or supplement thereto or information which is deemed part thereof) included in such registration statement shall be deemed to be part of the "Prospectus," as defined herein, as appropriate. The Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder are hereinafter collectively referred to as the "Exchange Act." When used herein, "best knowledge" or "knowledge" of a person or entity or "to the best of such counsel's knowledge" means actual knowledge of such person, entity or counsel after due inquiry and investigation. For purposes of this Agreement, the knowledge of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is imputed to the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust, as amended and the ▇▇▇▇▇▇▇ Family Unitrust, the knowledge of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is imputed to the ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust, as amended and the ▇▇▇▇▇▇▇ Family Unitrust, and the knowledge of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ is imputed to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Specialty Retail Group III, L.P. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsCheap Tickets, Inc. Inc., a Delaware corporation ("COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, shares of Preferred Stock, par value $0.01 per share, of which no 425,000 shares will be of Preferred Stock were outstanding as of the First Closing Date hereinafter defined___________, 1999 and 150,000,000 shares, $0.01 par value, 70,000,000 shares of Common Stock Stock, par value $0.001 per share ("COMMON STOCKCommon Stock"), of which 18,141,306 14,473,676 shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 an aggregate of 3,500,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing ---------- Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Such total of 3,500,000 shares of Common Stock proposed to be sold by the Company is hereinafter referred to as the "Firm Shares." In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 525,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the --------- form of an exchange of any standard form of written telecommunication between the Company and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares --------- will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of _____________ /1/ Plus an option to acquire up to 525,000 additional shares from the Company to cover overallotments. the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The registration statement referred to in Section 2(a) below (as amended, if applicable) at the time it becomes effective and the prospectus constituting a part thereof (including the information, if any, deemed to be part thereof pursuant to Rule 430A(b) and/or Rule 434), as from time to time amended or supplemented, are hereinafter referred to as the "Registration Statement," and the "Prospectus," respectively, except that if any revised prospectus shall be provided to the Underwriters by the Company for use in connection with the offering of the Shares which differs from the Prospectus on file at the Commission at the time the Registration Statement became or becomes effective (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b)), the term Prospectus shall refer to such revised prospectus from and after the time it was provided to the Underwriters for such use. If the Company elects to rely on Rule 434 of the 1933 Act, all references to "Prospectus" shall be deemed to include, without limitation, the form of prospectus and the term sheet, taken together, provided to the Underwriters by the Company in accordance with Rule 434 of the 1933 Act ("Rule 434 Prospectus"). Any registration statement (including any amendment or supplement thereto or information which is deemed part thereof) filed by the Company under Rule 462(b) ("Rule 462(b) Registration Statement") shall be deemed to be part of the "Registration Statement" as defined herein, and any prospectus (including any amendment or supplement thereto or information which is deemed part thereof) included in such registration statement shall be deemed to be part of the "Prospectus," as defined herein, as appropriate. The Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder are hereinafter collectively referred to as the "Exchange Act." The Company hereby confirms its agreement agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇▇ HoldingsPurina Company, Inc. a Missouri corporation (the "COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares to you (the "Underwriters"), an aggregate amount of SAILS (Stock Appreciation Income Linked Securities) consisting of its authorized but unissued Common Stock __% Exchangeable Notes Due 2000, which are registered under the registration statement referred to in Section 3(a) (referred to herein as the "FIRM SHARESFirm SAILS") ), in such amounts to each of the several underwriters named Underwriters as set forth in Schedule A hereto. The SAILS will be issued under an Indenture, dated as it may be amended by of May 26, 1995, between the Pricing Agreement hereinafter defined Company and The First National Bank of Chicago, as trustee ("UNDERWRITERSTrustee"), who are acting severally as supplemented by a First Supplemental Indenture, dated as of ___________, 1997, between the Company and not jointlythe Trustee (as supplemented from time to time, the "Indenture"). In addition, the Company proposes to grant to Underwriters will have the Underwriters an option to purchase from the Company up to 937,500 an additional shares of Common Stock SAILS (the "OPTION SHARESOption SAILS") as provided in Section 4 hereof). The Firm Shares and, to the extent such option is exercised, SAILS and the Option SharesSAILS, if purchased, are hereinafter collectively referred to as the "SHARESSAILS." You have advised In connection with the Company that foregoing Interstate Bakeries Corporation, a Delaware corporation ("IBC"), has filed with the Underwriters 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, Securities and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters Exchange Commission (the "RESERVED SHARESCommission") shall be reserved a Form S-3 registration statement with respect to shares (the "IBC Firm Shares") of common stock of IBC, par value $.01 per share ("IBC Common Stock"), plus an additional shares of IBC Common Stock (the "IBC Option Shares") to the extent the Underwriters exercise their over-allotment option with respect to -------------------- the SAILS, for sale by the Underwriters Company as a selling stockholder (to certain eligible employees and independent loan review specialists the extent it shall so elect to deliver IBC Common Stock to holders of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject SAILS at maturity thereof pursuant to the terms of this Agreementthe SAILS), the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered which registration statement is referred to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"Section 2(a). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company IBC Firm Shares and the Representative and shall specify such applicable information IBC Option Shares, if the Options SAILS are purchased, are hereinafter collectively referred to as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:"IBC Shares."

Introductory. C▇▇▇▇▇▇ Holdings, Inc. MegaBank Financial Corporation (the "COMPANYCompany"), a Delaware Colorado corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, shares of Preferred Stock, no par value, none of which no shares will be were outstanding as of the First Closing Date hereinafter defined____________, 1998 and 150,000,000 50,000,000 shares, $0.01 no par value, of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 6,407,340 shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 1,200,000 shares of its authorized but unissued Common Stock and a shareholder of the Company (referred to as the "FIRM SHARES"Selling Shareholder" and named in Schedule B) proposes to sell 250,000 shares of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule A A, as it may be amended by the Pricing Agreement hereinafter defined (the "UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively, such total of 1,450,000 shares of Common Stock proposed to be sold by the Company and the Selling Shareholder is hereinafter referred to as the "Firm Shares." In addition, the Company proposes and the Selling Shareholder propose to grant to the Underwriters an option to purchase up to 937,500 217,500 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Shareholder that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Shareholder and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Shareholder and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed __________________________________ (1) Plus an option to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:acquire up to 217,500 additional shares to cover overallotments.

Introductory. C▇▇▇▇▇▇ Holdings, Inc. Periphonics Corporation ("COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 1,000,000 shares, $0.01 .01 par value, of Preferred Stock ("Preferred Stock"), none of which no shares will be were outstanding as of the First Closing Date hereinafter definedof______________, 1996, and 150,000,000 15,000,000 shares, $0.01 .01 par value, of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 ___________ shares will be were outstanding as of such date. Certain stockholders of the First Closing Date hereinafter defined Company, acting severally and not jointly (excluding any collectively referred to as the "Selling Stockholders" and named in Schedule B) propose to sell 1,100,000 shares of the Company's issued and outstanding Common Stock that may be issued upon exercise of options after hereinafter refereed to as the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") Firm Shares" to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. In addition, the Company proposes Selling Stockholders propose to grant to the Underwriters an option to purchase up to 937,500 165,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, Shares are hereinafter collectively referred to as the "SHARESShares." You have advised the Company Selling Stockholders that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:.

Introductory. C▇▇▇▇▇▇ HoldingsSocial Capital Suvretta Holdings Corp. I, Inc. a Cayman Islands exempted company ("COMPANY"the “Company”), a Delaware corporation, will have, upon agrees with the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation underwriters named in Schedule I hereto (the "CHARTER AMENDMENT"“Underwriters”), an authorized capital stock consisting of 10,000,000 for whom you (the “Representative”) are acting as representative, to issue and sell to the Underwriters 22,000,000 Class A ordinary shares, par value $0.01 par value0.0001 per share, of Preferred Stock, of which no the Company (said shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may to be issued upon exercise of options after and sold by the date of this Agreement). The Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell 6,250,000 to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,300,000 additional Class A ordinary shares of its authorized but unissued Common Stock the Company to cover over-allotments ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Optional Securities”), who are acting severally and not jointly. In additionif any, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereofset forth below. The Firm Shares and, to Securities and the extent such option is exercised, the Option Shares, Optional Securities are hereinafter herein collectively referred to as the "SHARES“Offered Securities." You have advised ” Certain capitalized terms used herein and not otherwise defined are defined in Section 23 to this agreement (this “Agreement”). As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. Pursuant to the securities subscription agreement, dated as of March 2, 2021, as amended and restated on May 24, 2021 (the “Securities Subscription Agreement”), by and between the Company that the Underwriters propose to make and SCS Sponsor I LLC, 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters Cayman Islands limited liability company (the "RESERVED SHARES") shall be reserved for sale by “Sponsor”), the Underwriters Company issued to certain eligible employees and independent loan review specialists the Sponsor an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company (such shares, as well as the "INVITEES"Class A ordinary shares issuable upon conversion thereof, where applicable, the “Founder Shares”) for an aggregate purchase price of $25,000. On June 29, 2021, the Company approved a share capitalization resulting in an aggregate of 6,325,000 Founder Shares outstanding as of the date thereof. Up to 825,000 of the Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Offered Securities except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has issued a non-interest bearing, unsecured amended and restated promissory note, for an aggregate amount of $300,000, to the Sponsor, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Promissory Note”), payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into a private placement shares purchase agreement, dated as of the date hereof (the “Private Placement Shares Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor has agreed to purchase an aggregate of 640,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share. The Private Placement Shares are substantially similar to the Offered Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into an investment management trust agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as part trustee (the “Trustee”), in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which certain of the distribution proceeds from the sale of the Private Placement Shares by and the Underwriters, subject to Offering will be deposited and held in a trust account (the terms “Trust Account”) for the benefit of this Agreementthe Company, the applicable rules, regulations Underwriters and interpretations the holders of the National Association of Firm Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeOptional Securities, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company if and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreementwhen issued. The Company hereby confirms its agreement has entered into a registration rights agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Underwriters Sponsor and the other parties thereto, in substantially the form filed as follows:Exhibit 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Shares, the Founder Shares and underlying Class A ordinary shares, and the Class A ordinary shares (which will be substantially similar to the Private Placement Shares) that may be issued to the Sponsor or its affiliates upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.2 to the Registration Statement. The Company has entered into an administrative services agreement, dated as of the date hereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services.

Introductory. C▇▇▇▇▇▇ HoldingsAlibaba Group Holding Limited, Inc. an exempted company incorporated in the Cayman Islands ("COMPANY"the “Company”), a Delaware corporationagrees, will havesubject to the terms and conditions stated herein, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters Underwriters named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting an aggregate of 123,076,931 American Depositary Shares (“ADSs”), each ADS representing one ordinary share, par value US$0.000025 per share (the “Ordinary Shares”) of the Company, and Yahoo! Inc., Yahoo! Hong Kong Holdings Limited and the other shareholders listed in Schedule B hereto (collectively, the “Selling Shareholders”) severally and not jointly. In additionjointly agree, subject to the Company proposes terms and conditions stated herein, to grant sell to the Underwriters an option aggregate of 197,029,169 ADSs. At the election of the Underwriters, the Company agrees, subject to purchase the terms and conditions stated herein, to issue and sell up to 937,500 26,143,903 additional shares ADSs, and certain of Common Stock the Selling Shareholders ("OPTION SHARES"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 21,871,997 additional ADSs. The aggregate of 320,106,100 ADSs to be sold by the Company and the Selling Shareholders are hereinafter referred to as provided in Section 4 hereofthe “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 Shares and, to Securities and the extent such option is exercised, the Option Shares, Optional Securities are hereinafter collectively referred to as the "SHARES“Offered Securities." You have advised ” Unless the Company that context otherwise requires, each reference to the Underwriters propose to make a public offering of their respective portions of Firm Securities, the Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares as soon as you deem advisable after the registration statement (hereinafter referred to becomes effective, if it has not yet become effective, and as the Pricing Agreement hereinafter defined has been executed and delivered“Offered Shares”). The Company and the Underwriters agree that up have agreed to 312,500 reserve a portion of the Offered Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved them under this Agreement for sale by to the Underwriters to certain eligible Company’s directors, officers, employees and independent loan review specialists of business associates and other parties related to the Company (the "INVITEES"collectively, “Participants”), as part of set forth in the distribution of Final Prospectus under the Shares heading “Underwriting” (the “Directed Share Program”). The Directed Share Program shall be administered by Credit Suisse Securities (USA) LLC (the Underwriters, subject “DSP Underwriter”). The ADSs to be sold pursuant to the terms of this Agreement, Directed Share Program are referred to hereinafter as the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations“Directed Shares”. To the extent that any such Reserved Any Directed Shares are not confirmed orally confirmed or in writing for purchase by Invitees any Participant by 9:00 A.M. (New York City time) on the end of the first business day after following the date of this Agreement, such Reserved Shares may Agreement will be offered to the public by the Underwriters as part 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 public offering contemplated hereby. ---------- American Depositary Receipts (1“ADRs”) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares issued by the several Underwriters, Depositary and evidencing the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:ADSs.

Introductory. C▇▇▇▇▇▇ HoldingsSurety Capital Corporation, Inc. a Delaware corporation (the "COMPANY"), a Delaware corporation, will have, upon the filing proposes to issue and sell 1,925,061 shares ("PRIMARY SHARES") of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred but unissued Common Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, par value $0.01 par value, of Common Stock .01 per share ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined and Anchorage Fire and Casualty Insurance Company, in Liquidation acting through ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Special Deputy Commissioner and Liquidator, (excluding any "SELLING SHAREHOLDER") proposes to sell 174,939 shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SECONDARY SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointlyto ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Incorporated ("UNDERWRITER"). In addition, the Company proposes to grant to the Underwriters Underwriter an option to purchase up to 937,500 288,759 additional shares of Common Stock ("OPTION ADDITIONAL SHARES") as provided in Section 4 5 hereof. The Primary Shares and the Secondary Shares are referred to herein as the "FIRM SHARES;" the Firm Shares and, to the extent such option is exercised, the Option Additional Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters you 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) * Plus an option to acquire up to 937,500 288,759 additional shares to cover overallotments over allotments. Prior to the purchase and public offering of the Shares by the several UnderwritersUnderwriter, the Company Company, the Selling Shareholder and the Representative, acting on behalf of the several Underwriters, Underwriter shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Shareholder and the Representative Underwriter and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Shareholder hereby confirms its agreement confirm their agreements with respect to the Underwriters purchase of the Shares by the Underwriter as follows:

Introductory. CPursuant to the terms and conditions of this Underwriting Agreement (this “Agreement”), ▇▇▇▇▇▇▇ HoldingsMinerals, Inc. ("COMPANY")Inc., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting agrees with Credit Suisse Securities (USA) LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, as representatives (the “Representatives”) of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting 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. In addition, the Company proposes to grant sell to the several Underwriters an option to purchase up to 937,500 additional aggregate of 5,000,000 outstanding shares of Common Stock Securities ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are 11,000,000 shares of Securities being hereinafter collectively referred to as the "SHARES." You “Firm Securities”). The Selling Stockholders have advised also agreed, severally and not jointly, to sell to the Company that Underwriters, at the Underwriters propose to make a public offering of their respective portions option of the Shares Underwriters, an aggregate of not more than 1,650,000 additional shares of Securities (the “Optional Securities”) as soon set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities” and the proposed issuance and sale of the Offered Securities is referred to herein as you deem advisable after the registration statement “Offering”. A portion of the Offered Securities to be sold by the Selling Stockholders consists of Securities that are issuable upon redemption of units in ▇▇▇▇▇▇▇ Minerals Holdings, LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ LLC”), pursuant to the First Amended and Restated Limited Liability Company Agreement of ▇▇▇▇▇▇▇ 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 becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"as a “Redemption Transaction”), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:.

Introductory. C▇▇▇▇▇▇ HoldingsAmerican Public Education, Inc. ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 100,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"“Common Stock”), of which 18,141,306 [___] shares will be outstanding as of the First Closing Date hereinafter defined (defined, excluding any shares of Common Stock that may be issued upon the exercise of options after the date of this Agreement of stock options outstanding as of the date of this Agreement). The Company proposes to issue and sell 6,250,000 [ ] shares of its authorized but unissued Common Stock, and certain stockholders of the Company (as named in Schedule B, the “Selling Stockholders”) propose to sell in the aggregate [ ] shares of the Company’s issued and outstanding Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. Collectively, such total of [ ] shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the “Firm Shares.” In addition, certain of the Company proposes Selling Stockholders propose to grant to the Underwriters an option options to purchase up to 937,500 an aggregate of [ ] additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is options are exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company and the Selling Stockholders that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between among the Company Company, the Selling Stockholders and the Representative and shall 1 Plus options to acquire up to an aggregate of [ ] additional shares to cover overallotments. specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Stockholders hereby confirms its confirm their agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsCDW Computer Centers, Inc. Inc., an Illinois corporation (the "COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares5,000,000 shares of Preferred Stock, $0.01 1.00 par value, of Preferred Stock, which as of which the closing of the offering of shares contemplated by this Agreement no shares will be outstanding as of the First Closing Date hereinafter definedhave been issued, and 150,000,000 shares75,000,000 shares of Common Stock, $0.01 .01 par value, of value (the "Common Stock ("COMMON STOCKStock"), of which 18,141,306 immediately prior to the closing of the offering of shares contemplated by this Agreement 21,524,984 shares will be outstanding as outstanding. Certain stockholders of the First Closing Date hereinafter defined (excluding any Company propose to sell 632,064 shares of the Company's issued and outstanding Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") Stock, to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (the "UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Of the 632,064 shares of Common Stock, certain officers of the Company (the "Management Selling Stockholders" named in Schedule B) propose to sell 500,000 shares, and certain employees of the Company (the "MPK Plan Selling Stockholders" named in Schedule B) propose to sell 132,064 shares. The Management Selling Stockholders and the MPK Plan Selling Stockholders are collectively referred to herein as the "Selling Stockholders." Collectively, such total of 632,064 shares of Common Stock proposed to be sold by the Selling Stockholders are hereinafter referred to as the "Firm Shares." In addition, the Company proposes Management Selling Stockholders propose to grant to the Underwriters an option to purchase up to 937,500 50,000 additional __________________ * Plus an option to acquire up to 50,000 additional shares from the Management Selling Stockholders to cover overallotments. shares of Common Stock (the "OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Stockholders that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsPinduoduo Inc., Inc. an exempted company incorporated in the Cayman Islands ("COMPANY"“Company”) agrees with the Underwriters named in Schedule A hereto (“Underwriters”), a Delaware corporationsubject to the terms and conditions stated herein, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, Underwriters US$[ ] principal amount of [ ] % Convertible Senior Notes due 2025 of the Company (the “Firm Securities”) and also proposes to grant to the Underwriters an option to purchase an aggregate of up to 937,500 an additional shares US$[ ] principal amount of Common Stock its [ ] % Convertible Senior Notes due 2025 ("OPTION SHARES") the “Option Securities”), each to be issued under a base indenture dated as provided in Section 4 hereofof [ ], 2020 (the “Base Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by the Supplemental Indenture to be dated as of [ ], 2020 (the “Supplemental Indenture” and, together with the Base Indenture, as further amended or supplemented, the “Indenture”). The Firm Securities and the Option Securities which the Underwriters may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities.” The American Depositary Shares and, (the “ADSs”) to be issued upon conversion of the Offered Securities are to be issued pursuant to the extent such option is exerciseddeposit agreement dated July 25, 2018 (the “Deposit Agreement”) among the Company, Deutsche Bank Trust Company Americas, as Depositary (the “Depositary”), and the owners and holders from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary under the Deposit Agreement and evidencing the ADSs. Each ADS will initially represent the right to receive four Class A ordinary shares of the Company, par value US$0.000005 per share of the Company (“Ordinary Shares”) deposited pursuant to the Deposit Agreement. This Agreement, the Option SharesIndenture, and the Deposit Agreement, as each may be amended or supplemented from time to time, are hereinafter collectively referred to as the "SHARES“Transaction Documents." You have advised ” Concurrently with the issuance and offering of the Offered Securities, the Company that is offering in an offering registered under the Underwriters propose to make Act (as defined below) by means of a public offering base prospectus as supplemented by a prospectus supplement an aggregate of their respective portions of [ ] ADSs (the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective“ADS Offering”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Asia) L.L.C., and BofA Securities, Inc. are acting as underwriters (collectively the Pricing Agreement hereinafter defined has been executed and delivered“ADS Offering Underwriters”) in the ADS Offering. The Company and in the ADS Offering has granted the ADS Offering Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire purchase up to 937,500 an aggregate of [ ] additional shares to cover overallotments Prior ADSs. The Company in the ADS Offering and the ADS Offering Underwriters will be entering into an underwriting agreement with respect to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing AgreementADS Offering. The Company hereby confirms its agreement agrees with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsHeritage-Crystal Clean, Inc. ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 500,000 shares, $0.01 par value, of preferred stock (“Preferred Stock”), of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 15,000,000 shares, $0.01 par value, of common stock (“Common Stock ("COMMON STOCK"Stock”), of which 18,141,306 10,269,290 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)defined. The Company proposes to issue and sell 6,250,000 1,740,000 shares of its authorized but unissued Common Stock ("FIRM SHARES"“Firm Shares”) to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 261,000 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Public Offering Shares." ” You have advised the Company that the Underwriters propose to make a public offering (the “Public Offering”) of their respective portions of the Public Offering 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 hereinafter defined has been executed and delivered. Concurrently with the Public Offering hereinafter defined, the Company proposes to issue and sell to certain of its existing stockholders and related persons (the “Direct Placement Purchasers”) 1,200,000 shares of its authorized but unissued Common Stock (the “Direct Placement Shares” and, together with the Public Offering Shares, the “Shares”) at the initial public offering price set forth in the Pricing Agreement hereinafter defined (the “Direct Placement” and, together with the Public Offering, the “Offerings”), the closing of which will occur simultaneously with the completion of the Public Offering. Except for the filing of the Certificate of Merger with respect to the merger of BRS-HCC Investment Co., Inc. with and into the Company with the Secretary of State of the State of Delaware (an 1 Plus an option to acquire up to 261,000 additional shares to cover overallotments. executed copy of which is currently being held in escrow by the Company and has been pre-cleared by the Secretary of State of the State of Delaware), the release of loan documents required under Section 4.02 of the Company’s Credit Facility with its lender that have been delivered to the lender to be held in escrow and the funding of available amounts thereunder to pay a portion of the proceeds to the holders of preferred units of Heritage-Crystal Clean LLC as described in the Prospectuses, the Company has obtained all consents, approvals and documentation required from third parties required to validly exchange the outstanding membership interests of Heritage-Crystal Clean, LLC, a Delaware limited liability company (“HCC LLC”), for cash and shares of Common Stock, including the financing required therefor, in a reorganization (the “Reorganization”) described under the heading “Reorganization” in the Statutory Prospectus (as defined below), and the Company’s ability to consummate the Reorganization and such financing is subject only to the execution of this Agreement. The Company and the Underwriters agree that up to 312,500 87,000 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES"“Reserved Shares”) shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"“Invitees”), as part of the distribution of the Public Offering Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. Financial Industry Regulation Authority ("NASD"“FINRA”) and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering Public Offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering Public Offering of the Public Offering Shares by the several Underwriters, the Company and W▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (the “Representative”), acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares Public Offering will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and HCC LLC hereby confirms its confirm their agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsZengine, Inc. ("COMPANY"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, 20,000,000 shares of Preferred Stock, no par value, of which no shares will be were outstanding as of the First Closing Date hereinafter defined____________, 2000 and 150,000,000 100,000,000 shares, $0.01 no par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 [1,800,000 PRE-SPLIT] shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 _______ shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. Such total of ___________ shares of Common Stock proposed to be sold by the Company is hereinafter referred to as the "FIRM SHARES." In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 ________ additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Company, L.L.C. ("▇▇▇▇▇") has the authority, subject to the terms and conditions contained herein, to act on behalf of the several Underwriters and the Representatives hereunder. The Company also proposes to issue and sell an aggregate of ___________ shares ("MCSI SHARES") of Common Stock directly to certain stockholders of MCSi, Inc., a Maryland corporation and parent of the Company ("MCSI"), or, if all such MCSi Shares are not a so purchased by MCSi stockholders, then the Company shall issue and sell such unpurchased MCSi Shares to MCSi ("MCSi SUBSCRIPTION PROGRAM"). You have advised the Company that the Underwriters propose to make a public offering (the "Offering") of their respective portions of the Shares as soon as you deem advisable after the ------------------------ (1) Plus an option to acquire up to ____ additional shares to cover overallotments. registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsFred's, Inc. ("COMPANYCompany"), a Delaware Tennessee corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of (i) 10,000,000 shares, $0.01 par value, shares of Preferred Stock, having no par value ("Preferred Stock") of which no shares will be were outstanding as of the First Closing Date hereinafter defineddate hereof, and 150,000,000 shares(ii) 30,000,000 shares of Class A Common Stock, $0.01 having no par value, of Common Stock value ("COMMON STOCKClass A Common Stock"), of which 18,141,306 15,229,044 shares will be were outstanding as of the First Closing Date hereinafter defined date hereof and (excluding any iii) 11,500,000 shares of Class B Common Stock that may be issued upon exercise Stock, having no par value ("Class B Common Stock") of options after which no shares were outstanding as of the date of this Agreement)hereof. The Company proposes to issue and sell 6,250,000 1,500,000 shares of its authorized but unissued Class A Common Stock and certain shareholders of the Company named in Schedule B (collectively referred to as the "FIRM SHARESSelling Shareholders") propose to sell 150,000 shares of Class A Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively the aggregate 1,650,000 shares of Class A Common Stock proposed to be sold by the Company and the Selling Shareholders are herein after referred to as the "Firm Shares" In addition, the Selling Shareholders and the Company proposes propose to grant to the Underwriters an option to purchase up to 937,500 165,000 additional shares of Class A Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Underwriters and the Representative, acting on behalf of the several UnderwritersSelling Shareholders, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Shareholders and the Representative Underwriters and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Shareholders hereby confirms its confirm their agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsLKQ Corporation, Inc. a Delaware corporation (the "COMPANYCompany"), a Delaware corporation, will have, upon and the filing several shareholders of an amendment to its Fourth Amended and Restated Certificate of Incorporation the Company identified in Schedule I annexed hereto (the "CHARTER AMENDMENTSelling Shareholders") propose to sell 2,850,000 shares (the "Firm Shares") of common stock, $.01 par value per share (the "Common Stock"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named identified in Schedule A as it may be amended by II annexed hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly, of which 2,000,000 shares are to be issued and sold by the Company and 850,000 shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the amount opposite such Selling Shareholder's name in Schedule I annexed hereto. In addition, the Company proposes has agreed to grant to the Underwriters an option to purchase up to 937,500 427,500 additional shares of Common Stock (the "OPTION SHARESOptional Shares") ), if and to the extent that you, as Underwriters of the offering, shall have determined to exercise such option, as provided in Section 4 section 6 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, Optional Shares are hereinafter collectively referred to as the "SHARESShares." You You, as representatives of the Underwriters (the "Representatives"), have advised the Company and the Selling Shareholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon hereafter as you deem in your judgment is advisable after and that the public offering price of the Shares initially will be $ per share. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "Act"), with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (File No. 333-128152), including a prospectus relating to the Shares. The Company has furnished to you, for use by the Underwriters and by dealers, copies of one or more preliminary prospectuses (each thereof being herein called a "Preliminary Prospectus") relating to the Shares. Except where the context otherwise requires, the aforesaid registration statement, as amended when it became or becomes effective, including all documents filed as a part thereof, and including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed to be part of the registration statement hereinafter referred at the time of effectiveness pursuant to becomes effective, if it has not yet become effectiveRule 430(A) under the Act, and also including any registration statement filed pursuant to Rule 462(b) under the Pricing Act in connection with the offering of the Shares (a "462(b) Registration Statement"), is herein called the "Registration Statement." If it is contemplated, at the time this Agreement hereinafter defined has been is executed and delivered, that a post-effective amendment to the aforesaid registration statement will be filed and must be declared effective before the offering of the Shares may commence, the term "Registration Statement" shall include the aforesaid registration statement as amended by said post-effective amendment. Except where the context otherwise requires, the prospectus, in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement, is herein called the "Prospectus." Any reference herein to the Registration Statement, any 462(b) Registration Statement, a Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the copy of the Registration Statement, any such 462(b) Registration Statement, such Preliminary Prospectus or the Prospectus filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company Selling Shareholders hereby confirms its agreement confirm their respective agreements with the Underwriters and each other as follows:

Introductory. C▇▇▇▇▇▇▇ Holdings, Inc. River Associates Incorporated (the "COMPANY"), a Delaware Massachusetts corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, 1,000,000 shares of Preferred Stock, without par value, of which no shares will be are outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, 25,000,000 shares of Common Stock Stock, without par value ("COMMON STOCK"), of which 18,141,306 9,032,082 shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)May 16, 2003. The Company proposes to issue and sell 6,250,000 400,000 shares of its authorized but unissued Common Stock Stock, and certain stockholders and optionholders of the Company (collectively referred to as the "FIRM SHARES"SELLING STOCKHOLDERS" and named in Schedule B) propose to sell 1,661,000 shares of the Company's issued and outstanding Common Stock, to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. Collectively, such total of 2,061,000 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the "FIRM SHARES." In addition, the Company proposes and the Selling Stockholders propose to grant to the Underwriters an option to purchase up to 937,500 309,150 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." ---------- (1) Plus an option to acquire up to 309,150 additional shares to cover overallotments. You have advised the Company and the Selling Stockholders that the Underwriters 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 Registration Statement becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their respective agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsMicrus Corporation, Inc. a Delaware corporation ("COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an has authorized capital stock consisting of 10,000,000 ____________ shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par valuevalue per share, of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 ________ shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any _________, 2005, and ________ shares of Common Stock that may be issued upon exercise Preferred Stock, $0.01 par value per share, which shares are designated in several series as set forth in Schedule B and of options after which the date number of this Agreement)shares in each series set forth in Schedule B were outstanding as of __________, 2005. The Company proposes to issue and sell 6,250,000 ________ shares of its authorized but unissued Common Stock ("FIRM SHARESFirm Shares") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 __________ additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- . (1) Plus an option to acquire up to 937,500 _____ additional shares Shares to cover overallotments overallotments. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication (including via electronic means) between the Company and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsBrite Voice Systems, Inc. ("COMPANY"), ) a Delaware Kansas corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, shares of Preferred Stock, no par value, none of which no shares will be were outstanding as of the First Closing Date hereinafter definedFebruary ___, 1996 and 150,000,000 shares, $0.01 par value, 30,000,000 shares of Common Stock Stock, no par value ("COMMON STOCK"), of which 18,141,306 __________ shares will be were outstanding as of such date. Certain stockholders of the First Closing Date hereinafter defined Company (excluding any collectively referred to as the "SELLING STOCKHOLDERS" and named in Schedule A) propose to sell 1,377,401 shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined you ("UNDERWRITERSUNDERWRITER"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters you an option to purchase up to 937,500 206,610 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company and the Selling Stockholders that the Underwriters you 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwritersyou, you, the Company and the Representative, acting on behalf of the several Underwriters, Selling Stockholders shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative you and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their agreements with the Underwriters you as follows:: ------------------------- * Plus an option to acquire up to 206,610 additional shares to cover overallotments.

Introductory. C▇▇▇▇▇▇ HoldingsThe Real Good Food Company, Inc. ("COMPANY")Inc., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may (the “Underwriters”) an aggregate of [_____] shares of its Class A common stock, par value $0.0001 per share (the “Shares”). The [_____] Shares to be amended sold by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who Company are acting severally and not jointly. called the “Firm Shares.” In addition, the Company proposes to grant has granted to the Underwriters an option to purchase up to 937,500 an additional shares [_____] Shares and the stockholder of Common Stock the Company named in Schedule B ("OPTION SHARES"the “Selling Stockholder”) has granted to the Underwriters an option to purchase up to an additional [_____] Shares, all as provided in Section 4 hereof2. The additional [_____] Shares which may be sold by the Company and the additional [_____] Shares which may be sold by the Selling Stockholder pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Optional Shares are collectively called the “Offered Shares.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. The Shares to be outstanding after giving effect to the sales contemplated hereby and the Reorganization Transactions (as defined herein), together with the shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of the Company are hereinafter collectively referred to as the "SHARES." You have advised “Common Stock”. In connection with the offering contemplated by this Underwriting Agreement (this “Agreement”), the Company that will become the Underwriters propose to make sole managing member of Real Good Foods, LLC, a public offering Delaware limited liability company (“RGF LLC”), and will directly own a [____]% membership interest of their respective portions RGF LLC, assuming no exercise of the option to purchase Additional 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulationsdescribed in Section 2 hereof. To the extent that the context requires, any such Reserved Shares are not orally confirmed for purchase reference in this Agreement to the “Reorganization Transactions” shall have the meanings ascribed to the term the “Reorganization” in the Prospectus (as defined below). In connection with the offering contemplated by Invitees this Agreement and the Reorganization Transactions, (a) the Company will enter into a tax receivable agreement (the “Tax Receivable Agreement”) with all of RGF LLC’s members (the “Members”); (b) the Company will enter into a registration rights agreement with RGF LLC and the Members (the “Registration Rights Agreement”); (c) the Company will enter into an exchange agreement with RGF LLC and the Members (the “Exchange Agreement”); (d) the holders (the “Holders”) of the Company’s outstanding convertible promissory notes (the “Notes”) will receive shares of Class A Common Stock and Class B Common Stock upon the automatic conversion of the Notes, (e) RGF LLC will amend and restate its operating agreement to (i) appoint the Company as the sole managing member of RGF LLC; (ii) replace the membership interests currently held by the end of the first business day after the date of this Agreement, Members such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- that (1) Plus an option all the Class A units in RGF LLC will be owned exclusively by the Company and (2) all the Class B units of RGF LLC will be owned exclusively by the Members in proportion to acquire up to 937,500 additional shares to cover overallotments Prior their percentage of ownership interests in RGF LLC immediately prior to the purchase completion of the offering contemplated by this Agreement and public by the Holders following the conversion of the Notes (as so amended and restated, the “RGF LLC Agreement”); (f) the Company will issue Class B Common Stock such that the Class B Common Stock will be owned exclusively by the Members in proportion to their percentage ownership in RGF LLC immediately prior to the completion of the offering contemplated by this Agreement and by the Holders following the conversion of the Notes; (g) the Company will amend and restate its certificate of incorporation (as so amended and restated, the “Amended and Restated Charter”) and (h) the Company will use the net proceeds the offering of the Offered Shares by to purchase newly issued Class A units of RGF LLC pursuant to a subscription agreement (the several Underwriters“Subscription Agreement”). This Agreement, the Company RGF LLC Agreement, the Amended and Restated Charter, the Tax Receivable Agreement, the Registration Rights Agreement and the Representative, acting on behalf of Subscription Agreement are collectively referred to herein as the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:“Transaction Documents.”

Introductory. C▇▇▇▇▇▇ HoldingsIndependence Energy Aggregator L.P. (the “Selling Stockholder”), Inc. ("COMPANY")as a stockholder of Crescent Energy Company, a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to agrees with the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined hereto ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes “Underwriters”) to grant sell to the several Underwriters 5,000,000 shares of its Class A common stock of the Company, par value $0.0001 (the “Class A Common Stock” or the “Firm Securities”). The Selling Stockholder also agrees to sell to the Underwriters, at the option of the Underwriters, an option to purchase up to 937,500 aggregate of not more than 750,000 additional shares of Class A Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"“Optional Securities”), as part set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. The shares of Class A Common Stock of the distribution Company to be outstanding after giving effect to the sale of the Offered Securities are referred to herein as the “Stock”. The Offered Securities consist of shares of Class A Common Stock that are issuable upon redemption of units representing limited liability company interests (the “OpCo Units”) of Crescent Energy OpCo LLC, a Delaware limited liability company (“OpCo”), together with the redemption of an equal number of shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of the Company, pursuant to the Amended and Restated Limited Liability Company Agreement of OpCo, dated December 7, 2021 (the “OpCo LLC Agreement”), immediately prior to the Closing Date (as hereinafter defined) on which the Offered Securities are to be sold (such redemption being hereinafter referred to as a “Redemption Transaction” and any such Shares by the Underwriters, subject issued in a Redemption Transaction hereinafter referred to as “Redemption Shares”). In order to exercise their redemption right pursuant to the terms of this the OpCo LLC Agreement, the applicable rules, regulations and interpretations of Selling Stockholder shall deliver a Redemption Notice (as defined in the National Association of Securities Dealers, Inc. ("NASD"OpCo LLC Agreement) and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and OpCo prior to the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:Closing Date.

Introductory. C▇▇▇▇▇▇ HoldingsInnkeepers USA Trust, Inc. a Maryland real estate investment trust (the "COMPANYCompany", which term shall also include, where appropriate, each of the wholly owned subsidiaries of the Company listed on Schedule 1 attached hereto (the "Company Subsidiaries"), a Delaware corporation, will have, upon as the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"context requires), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 8,600,000 shares of its authorized but unissued Common Stock common shares of beneficial interest, $0.01 par value per share (the "FIRM SHARESShares of Beneficial Interest") ), to the several underwriters named in Schedule A as it may be amended by annexed hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who for whom you are acting severally and not jointlyas Representatives. Said aggregate of 8,600,000 Shares of Beneficial Interest are herein called the "Firm Common Shares." In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 1,290,000 additional shares Shares of Beneficial Interest (the "Optional Common Stock ("OPTION SHARESShares") as provided in Section 4 hereof. The Firm Common Shares and, to the extent such option is exercised, the Option Shares, Optional Common Shares are hereinafter collectively referred to as the "SHARESCommon Shares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon as you deem advisable after on the effective date of the registration statement hereinafter referred to, or as soon thereafter as in your judgment is advisable. On the First Closing Date (as hereinafter defined), or immediately thereafter, the Company will complete a series of transactions described in the Prospectus (as hereinafter defined). For the purposes hereof, "Closing Transactions" include the transactions described below which are designed to becomes effectiveenable Innkeepers USA Limited Partnership, a Virginia limited partnership (or any of the Subsidiary Partnerships listed on Schedule 2 attached hereto (each, a "Subsidiary Partnership"), and Innkeepers USA Limited Partnership (the "Partnership") to acquire ten additional hotel properties listed in the Prospectus as the "Acquisition Hotels", including all personal property (other than inventory and supplies) related to such Hotels (individually a "Hotel", and collectively the "Hotels" or the "Acquisition Hotels"). (i) The Underwriters will purchase the Firm Common Shares and, if it has not yet become effectiveapplicable, the Optional Common Shares and offer them in a public offering as contemplated hereby. (ii) The Company, including through the Company Subsidiaries, will contribute all of the net proceeds from the sale of the Common Shares to the Partnership, whose sole general partner is Innkeepers Financial Corporation (the "First General Partner") and the Subsidiary Partnerships, whose sole general partners are the wholly owned Company Subsidiaries listed on Schedule 3 attached hereto (collectively with the First General Partner, the "General Partners"), in return for partnership units in the Partnership (the "Units"). (iii) The Acquisition Hotels will be transferred to the Partnership by the present owners of such properties pursuant to agreements of purchase and sale (collectively, the "Agreements of Purchase and Sale") entered into by the Company or the Partnership and (a) partnerships affiliated with Jack ▇. ▇▇▇▇▇▇ (▇▇e "DeBo▇▇ ▇▇▇up"), with respect to seven of the Acquisition Hotels, (b) Marriott International, Inc (together with its affiliates, "Marriott"), with respect to one of the Acquisition Hotels, and (c) JF Atlanta, LLC ("JF Atlanta") with respect to two of the Pricing Agreement hereinafter defined Acquisition Hotels (collectively, the "Present Owners"). (iv) In connection with the purchase and sale of seven of the Acquisition Hotels (the "DeBo▇▇ ▇▇▇els"), the Partnership will issue to the DeBo▇▇ ▇▇▇up, approximately 4,158,000 preferred units in the Partnership (the "Preferred Units") and assume certain indebtedness (the "Assumed Indebtedness") equal to approximately $24,000,000. The Preferred Units shall have a liquidation preference of $11.00 per Preferred Unit and are convertible into Units on (v) In connection with the purchase of one of the Acquisition Hotels, the Partnership will pay approximately $5,100,000 to Marriott, and issue Units to Marriott with a value of $859,000. On or after the first anniversary of issuance, Marriott will have the right to redeem all such outstanding Units for a per Unit price equal to the greater of $_____________ per Unit or the market price of the Common Shares on the date of redemption payable in cash or, at the option of the Company, Common Shares with an equivalent value. (vi) In connection with the purchase of two of the Acquisition Hotels, the Partnership will pay approximately $27,800,000 (subject to increase for any additional financing costs and any capital contributions incurred to finance operating losses from the acquisition date to the date conveyed to the Partnership) to JF Atlanta. Of such purchase price, $5,800,000 has previously been executed deposited with JF Atlanta and deliveredwill be applied against the purchase price. (vii) The Partnership will enter into percentage leases (the "Percentage Leases") with JF Hotel, Inc., a Virginia corporation (the "Lessee," which term shall include, as the context requires, affiliates thereof) pursuant to which the Lessee will lease each Acquisition Hotel in accordance with the provisions of the Percentage Leases. (viii) New management agreements (the "Management Agreements") will be entered into between the Lessee and Marriott for the operation of the Acquisition Hotels, other than the Hampton Inn hotel in Norcross, Georgia for which a new franchise agreement with Promus Hotels, Inc. will be entered into. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior Partnership hereby confirm their respective agreements with respect to the purchase and public offering of the Common Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsSubject to the terms and conditions contained herein, Inc. ("COMPANY"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 to the Underwriters 1,500,000 Units (the "Units") consisting of 1,500,000 shares of its authorized but unissued common stock (the "Common Stock") and 1,500,000 redeemable warrants to purchase Common Stock (the "FIRM SHARESWarrants"). The Common Stock and Warrants shall be offered and sold together as Units and the Units will be traded on Nasdaq or the American Stock Exchange. Until notice is given by the Company ("Notice of Separation") to holders of the several underwriters named in Schedule A as it may Units and to Nasdaq or the American Stock Exchange at which time the Units will be amended by deemed separated and the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally Common Stock and not jointlyWarrants shall thereafter be traded only on a separate basis. In addition, The separation of the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional Units into shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereofand Warrants will occur upon the earlier of 180 days from the date of this Agreement or 30 days after such Notice of Separation is given. The Firm Shares and, to the extent such option is exercisedHowever, the Option SharesCompany shall not allow separation of the Units until the earlier to occur of 60 days immediately following the date of this Agreement or exercise by the Underwriters of their entire overallotment option described below. For the purpose of this Agreement, are references hereinafter collectively to Units, Common Stock and Warrants shall sometimes be referred to as the "SHARES.Securities" You have advised where appropriate. In addition, solely for the purpose of covering over-allotments, the Company that grants to the Underwriters propose Representative options 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that purchase up to 312,500 of the Shares to be purchased by the Underwriters an additional 225,000 Units (the "RESERVED SHARESAdditional Securities") ), which options to purchase shall be reserved for sale by exercisable, in whole or in part, from time to time during the Underwriters to certain eligible employees and independent loan review specialists of 60 day period commencing on the Company date on which the Registration Statement (as hereinafter defined) is initially declared effective (the "INVITEESEffective Date") by the Securities and Exchange Commission (the "Commission"), as part . Each Warrant will entitle the holder to purchase one share of Common Stock (a "Warrant Share") at a price equal to 115% of the distribution offering price of the Shares by Units during the Underwritersfive year exercise period of the Warrants, subject to the terms Company's right of this Agreement, redemption. The Warrants may be redeemed by the applicable rules, regulations and interpretations Company commencing 180 days from the Effective Date of the National Association Registration Statement upon at least 30 days prior written notice, in whole but not in part, at a price of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To $0.25 per Warrant provided the extent that any such Reserved Shares are not orally confirmed closing bid price for purchase by Invitees by the end Company's Common Stock is at least 160% of the first business offering price of the Units during each day after of the 20 trading days immediately preceding the date of this Agreementthe Company's written notice of redemption; provided, that notice of any such Reserved Shares may redemption must be offered to the public by the Underwriters as part given not more than five days after such 20 day trading period. The terms and provisions of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares Warrants shall be governed by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an a warrant agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and its transfer agent (the Representative and shall specify such applicable information as is indicated in Exhibit A hereto"Warrant Agreement"), which Warrant Agreement will contain, among other provisions, anti-dilution protection for warrantholders on terms acceptable to the Representative. The offering of Units, Common Stock, Warrants and Additional Securities are more fully described in the Shares will be governed by this Agreement, as supplemented by Prospectus referred to below. All references to the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement Company below shall be deemed to incorporate include, where appropriate, the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:Company's subsidiaries, if any.

Introductory. CVail Banks, Inc., a Colorado corporation (the "Company"), proposes to issue and sell 1,440,000 shares (the "Primary Shares") of its authorized but unissued Common Stock, par value $1.00 per share ("Common Stock"), and VBI Employee Limited Partnership and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Holdings, Inc. ("COMPANY"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENTSelling Shareholders"), an authorized capital stock consisting of 10,000,000 ) propose to sell 120,000 and 40,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par valuerespectively, of Common Stock ("COMMON STOCKSecondary Shares"), of which 18,141,306 shares will be outstanding as to ▇. ▇. ▇▇▇▇▇▇▇ & Sons, Inc. and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Incorporated and to each of the First Closing Date hereinafter defined other underwriters (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARESUnderwriters") to for whom ▇. ▇. ▇▇▇▇▇▇▇ & Sons, Inc. and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Incorporated are acting as representatives (in such capacity, the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSRepresentatives"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 240,000 additional shares of Common Stock ("OPTION SHARESAdditional Shares") as provided in Section 4 5 hereof. The Primary Shares and Secondary Shares are referred to herein as the "Firm Shares andShares," and the Firm Shares, and to the extent such option is exercised, the Option Additional Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Shareholders that the Underwriters you 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) _______________ * Plus an option to acquire up to 937,500 240,000 additional shares to cover overallotments over allotments. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Shareholders and the Representative, acting on behalf of the several Underwriters, Representatives shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Shareholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Shareholders hereby confirms its agreement confirm their agreements with respect to the purchase of the Shares by the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsSurety Capital Corporation, Inc. a Texas corporation (the "COMPANY"), a Delaware corporation, will have, upon the filing proposes to issue and sell 1,925,061 shares ("PRIMARY SHARES") of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred but unissued Common Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, par value $0.01 par value, of Common Stock .10 per share ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined and Anchorage Fire and Casualty Insurance Company, in Liquidation (excluding any "SELLING SHAREHOLDER") proposes to sell 174,939 shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SECONDARY SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointlyto ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Incorporated ("UNDERWRITER"). In addition, the Company proposes to grant to the Underwriters Underwriter an option to purchase up to 937,500 288,739 additional shares of Common Stock ("OPTION ADDITIONAL SHARES") as provided in Section 4 5 hereof. The Primary Shares and the Secondary Shares are referred to herein as the "FIRM SHARES;" the Firm Shares and, to the extent such option is exercised, the Option Additional Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters you 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) * Plus an option to acquire up to 937,500 288,739 additional shares to cover overallotments over allotments. Prior to the purchase and public offering of the Shares by the several UnderwritersUnderwriter, the Company Company, the Selling Shareholder and the Representative, acting on behalf of the several Underwriters, Underwriter shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Shareholder and the Representative Underwriter and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Shareholder hereby confirms its agreement confirm their agreements with respect to the Underwriters purchase of the Shares by the Underwriter as follows:

Introductory. C▇▇▇▇▇▇ HoldingsDA Consulting Group, Inc. (the "COMPANYCompany"), ) a Delaware Texas corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares_____ shares of Preferred Stock, $0.01 _____ par value, of Preferred Stock, of which no ________ shares will be were outstanding as of the First Closing Date hereinafter defined_________, 19___ and 150,000,000 __________ shares, $0.01 _________ par value, of Common Stock (the "COMMON STOCKCommon Stock"), of which 18,141,306 ________ shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 1,700,000 shares of its authorized but unissued Common Stock, and certain shareholders of the Company (collectively referred to as the "Selling Shareholders" and named in Schedule B) propose to sell 800,000 shares of the Company's issued and outstanding Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (the "UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively, such total of 2,500,000 shares of Common Stock proposed to be sold by the Company and the Selling Shareholders is hereinafter referred to as the "Firm Shares." In addition, the Company proposes and the Selling Shareholders propose to grant to the Underwriters an option to purchase up to 937,500 375,000 additional shares of Common Stock (the "OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Shareholders that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Shareholders and the RepresentativeRepresentatives, acting on behalf of the several ------------------- /1/ Plus an option to acquire up to 375,000 additional shares to cover over- allotments. Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Shareholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Shareholders hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsSocial Capital Suvretta Holdings Corp. II, Inc. a Cayman Islands exempted company ("COMPANY"the “Company”), a Delaware corporation, will have, upon agrees with the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation underwriters named in Schedule I hereto (the "CHARTER AMENDMENT"“Underwriters”), an authorized capital stock consisting of 10,000,000 for whom you (the “Representative”) are acting as representative, to issue and sell to the Underwriters 22,000,000 Class A ordinary shares, par value $0.01 par value0.0001 per share, of Preferred Stock, of which no the Company (said shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may to be issued upon exercise of options after and sold by the date of this Agreement). The Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell 6,250,000 to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,300,000 additional Class A ordinary shares of its authorized but unissued Common Stock the Company to cover over-allotments ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Optional Securities”), who are acting severally and not jointly. In additionif any, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereofset forth below. The Firm Shares and, to Securities and the extent such option is exercised, the Option Shares, Optional Securities are hereinafter herein collectively referred to as the "SHARES“Offered Securities." You have advised ” Certain capitalized terms used herein and not otherwise defined are defined in Section 23 to this agreement (this “Agreement”). As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. Pursuant to the securities subscription agreement, dated as of March 2, 2021, as amended and restated on May 24, 2021 (the “Securities Subscription Agreement”), by and between the Company that the Underwriters propose to make and SCS Sponsor II LLC, 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters Cayman Islands limited liability company (the "RESERVED SHARES") shall be reserved for sale by “Sponsor”), the Underwriters Company issued to certain eligible employees and independent loan review specialists the Sponsor an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company (such shares, as well as the "INVITEES"Class A ordinary shares issuable upon conversion thereof, where applicable, the “Founder Shares”) for an aggregate purchase price of $25,000. On June 29, 2021, the Company approved a share capitalization resulting in an aggregate of 6,325,000 Founder Shares outstanding as of the date thereof. Up to 825,000 of the Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Offered Securities except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has issued a non-interest bearing, unsecured amended and restated promissory note, for an aggregate amount of $300,000, to the Sponsor, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Promissory Note”), payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into a private placement shares purchase agreement, dated as of the date hereof (the “Private Placement Shares Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor has agreed to purchase an aggregate of 640,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share. The Private Placement Shares are substantially similar to the Offered Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into an investment management trust agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as part trustee (the “Trustee”), in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which certain of the distribution proceeds from the sale of the Private Placement Shares by and the Underwriters, subject to Offering will be deposited and held in a trust account (the terms “Trust Account”) for the benefit of this Agreementthe Company, the applicable rules, regulations Underwriters and interpretations the holders of the National Association of Firm Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeOptional Securities, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company if and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreementwhen issued. The Company hereby confirms its agreement has entered into a registration rights agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Underwriters Sponsor and the other parties thereto, in substantially the form filed as follows:Exhibit 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Shares, the Founder Shares and underlying Class A ordinary shares, and the Class A ordinary shares (which will be substantially similar to the Private Placement Shares) that may be issued to the Sponsor or its affiliates upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.2 to the Registration Statement. The Company has entered into an administrative services agreement, dated as of the date hereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services.

Introductory. C▇▇▇▇▇▇ HoldingsInvestment Management Corp., Inc. a Maryland corporation ("COMPANY"“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters 6,000,000 shares (“Firm Securities”) of its common stock, par value $0.01 per share (“Securities”), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 900,000 additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. Concurrently with the offering of the Offered Securities, the Company is offering, in an offering registered under the Act (as defined herein), by means of a Delaware corporationprospectus supplement and related prospectus, will have, upon and proposes to issue and sell to the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation several underwriters named in the underwriting agreement for such offering (the "CHARTER AMENDMENT"“Convertible Underwriters”), an authorized capital stock consisting aggregate of 10,000,000 shares$265 million aggregate principal amount of its 4.50% Convertible Senior Subordinated Notes due 2019 (the “Firm Notes”) to be issued pursuant to the provisions of the Subordinated Indenture dated January 13, $0.01 par value2012 (the “Base Indenture”) between the Company and ▇▇▇▇▇ Fargo Bank, of Preferred StockNational Association, of which no shares will as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture to be outstanding dated as of the First Closing Date hereinafter defined(as defined herein) between the Company and the Trustee (as so supplemented, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement“Indenture”). The Company also proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by Convertible Underwriters not more than an additional $25 million aggregate principal amount of its 4.50% Convertible Senior Subordinated Notes due 2019 (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Additional Notes”), who are acting severally if and not jointly. In additionto the extent that the representatives of the Convertible Underwriters shall have determined to exercise, on behalf of the Convertible Underwriters, the Company proposes right to grant purchase Additional Notes pursuant to the Underwriters an option granted to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereofthe Convertible Underwriters. The Firm Shares and, to Notes and the extent such option is exercised, the Option Shares, Additional Notes are hereinafter collectively referred to as the "SHARES“Notes." You have advised ” The Notes will be convertible into cash, shares of Securities or a combination of cash and shares of Securities, at the Company that the Underwriters propose to make a public offering of their respective portions option 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:Company.

Introductory. C▇▇▇▇▇▇ HoldingsCancer Genetics, Inc. ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares (the “Firm Shares”) of its authorized but unissued common stock, $0.0001 par value per share (“Common Stock ("FIRM SHARES") Stock”), to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option options to purchase up to 937,500 an aggregate of additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is options are exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” Immediately prior to the consummation of the offering contemplated by this Underwriting Agreement (this “Agreement”), the Company intends to file (i) a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (“Certificate of Amendment”) to effect a reverse split of its Common Stock in a range to be set forth in the Certificate of Amendment and to increase the authorized capital stock of the Company. The Board of Directors of the Company will determine the exact ratio of the reverse split and the Company will publicly announce the exact ratio of the reverse split immediately prior to filing the Certificate of Amendment with the Office of the Secretary of State of the State of Delaware (the “Secretary of State”). The Company also intends to file an Amended and Restated Certificate of Incorporation with the Secretary of State in connection with the consummation of the offering contemplated by this Agreement (the “Amended and Restated Certificate of Incorporation”). You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (the “Representative”), acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsFirst Potomac Realty Trust, Inc. a Maryland real estate investment trust ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by (the Pricing Agreement hereinafter defined “Underwriters”) an aggregate of 1,600,000 of its 7.750% Series A Cumulative Redeemable Perpetual Preferred Shares ("UNDERWRITERS"the “Firm Shares”) of beneficial interest, par value $.001 per share (the “Preferred Shares”), who are acting severally and not jointly. In addition, the Company proposes to grant has granted to the Underwriters an option to purchase up to 937,500 an additional shares of Common Stock 200,000 Preferred Shares ("OPTION SHARES") the “Option Shares”), as provided in Section 4 hereof2. The Firm Shares and, if and to the extent such option is exercised, the Option Shares are collectively called the “Shares.” ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Shares. To the extent there are no additional Underwriters named in Schedule A other than ▇▇▇▇▇ Fargo, the term Representative shall mean ▇▇▇▇▇ Fargo as the Underwriters, and the term Underwriters shall mean either the singular or the plural as the context requires. The Company previously issued and sold 4,000,000 Preferred Shares on January 18, 2011 and an additional 600,000 Preferred Shares on January 28, 2011 (in connection with the exercise of the underwriters’ overallotment option) pursuant to a registration statement on Form S-3 filed with the Commission (as defined below) on April 6, 2007, which was subsequently amended on August 19, 2008 and August 22, 2008 (File No. 333-142147) (the “2011 Preferred Shares”). All such 2011 Preferred Shares are outstanding as of the date hereof. The Shares will have identical terms and conditions as the 2011 Preferred Shares, are hereinafter collectively other than issue date, issue price and the date from which dividends payable on the Shares will begin to accrue, and will constitute an additional issuance of and form a single series with, the 2011 Preferred Shares. The Company is the sole general partner of First Potomac Realty Investment Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), that serves as the Company’s primary operating partnership subsidiary. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), on July 1, 2011 an automatic shelf registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 (File No. 333-175330), which contains a base prospectus relating to certain securities, including the Shares, to be issued by the Company from time to time (the “Base Prospectus”). Such registration statement, including all amendments thereto filed prior to the Applicable Time (as herein defined), herein referred to as the "SHARES." You have advised “Registration Statement,” shall be deemed to include all information omitted therefrom in reliance upon Rules 430A or 430B under the Securities Act and all information incorporated by reference therein. The final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof filed by the Company that with the Underwriters propose Commission pursuant to make a public offering of their respective portions of Rule 424(b) under the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, Securities Act and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale first used by the Underwriters to certain eligible employees and independent loan review specialists confirm sales of the Company (Shares is herein referred to as the "INVITEES")“Prospectus.” The Base Prospectus, as part supplemented by any preliminary prospectus supplement relating to the Shares and the offering thereof most recently filed by the Company with the Commission pursuant to Rule 424(b) and used prior to the date hereof is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the distribution foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein and any supplements or amendments thereto, filed with the Commission after the Effective Date (as herein defined) of the Registration Statement or the issue date of any Preliminary Prospectus or the Prospectus under Rule 424(b) under the Securities Act, as the case may be, and prior to the termination of the offering of the Shares by the Underwriters, subject to the terms . Each of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company Operating Partnership hereby confirms its agreement agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsDeer Consumer Products, Inc. Inc., a Nevada corporation ("COMPANY"“Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 sharesseventy-five million (75,000,000) shares of common stock, par value $0.01 par value, of Preferred 0.001 per share (“Common Stock”), of which 25,731,748 shares were outstanding as of December 10, 2009, and no other shares of Common Stock will be outstanding have been issued as of the First Closing Date (as hereinafter defined, and 150,000,000 shares, $0.01 par value, ) except for shares of Common Stock ("COMMON STOCK"), issued upon the exercise of which 18,141,306 shares will be stock options and warrants outstanding as of the First Closing Date hereinafter defined (excluding any date hereof, shares of Common Stock that may be issued upon exercise pursuant to the Company’s director compensation policies or shares of options after the date of Common Stock issued pursuant to this Agreement). The Company proposes to issue and sell 6,250,000 6,000,000 shares of its authorized but unissued Common Stock ("FIRM SHARES"“Underwritten Shares”) to the several underwriters named in Schedule A (“Underwriters”) as it may be amended by the Pricing Agreement (as hereinafter defined ("UNDERWRITERS"defined), who are acting severally and not jointlyjointly on a best efforts, all or none basis. In addition, the Company proposes to grant to has granted the Underwriters an option options to purchase up to 937,500 an aggregate of 900,000 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 hereofhereof (collectively, the “Overallotment Option”). The Firm Underwritten Shares and, to the extent such option Overallotment Option is exercisedexercised in whole or in part, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company that the Underwriters 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 (as hereinafter defined defined) has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (sometimes referred to herein as the “Representative”), acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Underwriting Agreement (as it may be amended, supplemented or modified in accordance with its terms, this “Agreement”), as supplemented by the Pricing Agreement. From and after the date time of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsCosi, Inc. ("COMPANYCompany"), ) a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares40,000,000 shares of Preferred Stock, $0.01 par value, of Preferred Stock, of which no 6,467,751 shares will be were outstanding as of the First Closing Date hereinafter defined____________, 2002 and 150,000,000 100,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 4,544,893 shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 5,555,556 shares of its authorized but unissued Common Stock ("FIRM SHARESFirm Shares") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 833,333 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares Shares (1) Plus an option to acquire up to 833,333 additional shares to cover overallotments. will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsOmeros Corporation, Inc. a Washington corporation ("COMPANY"the “Company”), a Delaware corporationproposes to sell, will have, upon pursuant to the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date terms of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") , to the several underwriters named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters,” or, each, an “Underwriter”), who are acting severally and not jointly$210,000,000 aggregate principal amount of its 5.25% Convertible Senior Notes due 2026 (the “Firm Securities”). In addition, the The Company also proposes to grant sell to the Underwriters an option to purchase Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to 937,500 an additional shares $31,500,000 aggregate principal amount of Common Stock its 5.25% Convertible Senior Notes due 2026 ("OPTION SHARES") as provided in Section 4 hereofthe “Optional Securities”). The Firm Shares and, to Securities and the extent such option is exercised, the Option Shares, Optional Securities are hereinafter collectively referred to as the "SHARES“Securities." You have advised ” The Securities will be convertible into cash or duly and validly issued, fully paid and non-assessable shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), including any such shares issuable upon conversion in connection with a “make-whole fundamental change” (as defined in the Prospectus) (such shares, the “Conversion Shares”) or a combination of cash and Common Stock, on the terms and subject to the conditions set forth in the Indenture (as defined below). The Securities will be issued pursuant to an Indenture to be dated as of the Closing Date (as defined below) (the “Base Indenture”), between the Company and W▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture to such Base Indenture between the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 Trustee (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”). BofA Securities, Inc. and J.▇. ▇▇▇▇▇▇ Securities LLC are acting as representatives of the Shares several Underwriters and in such capacity are herein referred to as the “Representatives” and, each, as a “Representative.” This Agreement, the Capped Call Confirmations (as defined below) the Indenture and the Securities are collectively referred to herein as the “Transaction Documents,” and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” In connection with the offering of the Firm Securities, the Company is separately entering into one or more capped call transactions with one or more financial institutions (the “Capped Call Counterparties”), in each case pursuant to a capped call confirmation (a “Base Capped Call Confirmation”), each to be purchased dated the date hereof, and in connection with any exercise by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an their option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwritersany Optional Securities, the Company and the Representative, acting on behalf of the several Underwriters, shall Capped Call Counterparties may enter into additional capped call transactions pursuant to additional capped call confirmations (each, an agreement substantially in “Additional Capped Call Confirmation”), each to be dated the form of Exhibit A hereto (date on which the "PRICING AGREEMENT")Underwriters exercise their option to purchase such Optional Securities. The Pricing Agreement may take We refer to the form of an exchange of any standard form of written telecommunication between the Company Base Capped Call Confirmations and the Representative and shall specify such applicable information Additional Capped Call Confirmations collectively herein as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:“Capped Call Confirmations.”

Introductory. C▇▇▇▇▇▇ HoldingsSubject to the terms and conditions contained herein, Inc. ("COMPANY"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 to the Underwriters 1,650,000 shares of its authorized but unissued common stock (the "Common Stock") and 1,650,000 redeemable warrants to purchase Common Stock (the "FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSWarrants"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of The Common Stock ("OPTION SHARES") as provided in Section 4 hereofand Warrants shall be offered and sold separately and traded separately on the Nasdaq SmallCap Market. The Firm Shares andFor the purpose of this Agreement, references hereinafter to the extent such option is exercised, the Option Shares, are hereinafter collectively Common Stock and Warrants shall sometimes be referred to as the "SHARES.Securities" You have advised where appropriate. In addition, solely for the purpose of covering over-allotments, the Company that grants to the Underwriters propose Representative options 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that purchase up to 312,500 an additional 247,500 shares of the Shares to be purchased by the Underwriters Common Stock and/or 247,500 Warrants (the "RESERVED SHARESAdditional Securities") ), which options to purchase shall be reserved for sale by exercisable, in whole or in part, from time to time during the Underwriters to certain eligible employees and independent loan review specialists of sixty (60) day period commencing on the Company date on which the Registration Statement (as hereinafter defined) is initially declared effective (the "INVITEESEffective Date") by the Securities and Exchange Commission (the "Commission"). Unless otherwise noted, as part the Common Stock, together with the additional 247,500 shares of Common Stock issuable on exercise of the distribution over-allotment option, is referred to hereinafter as the "Common Stock" and the Warrants and the 247,500 Warrants issuable on exercise of the Shares by over-allotment option are referred to hereinafter as the Underwriters"Warrants". Each Warrant will entitle the holder to purchase one share of Common Stock (a "Warrant Share") at a price equal to 125% of the offering price of the Common Stock during the four year exercise period of the Warrants, subject to the terms Company's right of this Agreement, redemption. The Warrants may be redeemed by the applicable rules, regulations and interpretations Company commencing one year from the Effective Date of the National Association Registration Statement upon at least 30 days prior written notice, in whole but not in part, at a price of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To $.25 per Warrant provided the extent that any such Reserved Shares are not orally confirmed closing bid price for purchase by Invitees by the end Company's Common Stock is at least 175% of the first business exercise price of the Warrant during each day after of the twenty (20) trading days immediately preceding the date of this Agreementthe Company's written notice of redemption; provided, that notice of any such Reserved Shares may redemption must be offered to the public by the Underwriters as part given not more than five days after such 20 day trading period. The terms and provisions of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares Warrants shall be governed by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an a warrant agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and its transfer agent (the Representative and shall specify such applicable information as is indicated in Exhibit A hereto"Warrant Agreement"), which Warrant Agreement will contain, among other provisions, anti-dilution protection for warrantholders on terms acceptable to the Representative. The offering of Common Stock, Warrants and Additional Securities are more fully described in the Shares will be governed by this Agreement, as supplemented by Prospectus referred to below. All references to the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement Company below shall be deemed to incorporate include, where appropriate, the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:Company's subsidiaries, if any.

Introductory. C▇▇▇▇▇▇ Holdings, Inc. Lime Energy Co. ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 5,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 50,000,000 shares, $0.01 0.0001 par value, of Common Stock ("COMMON STOCK"“Common Stock”), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares taking into account the conversion of Common Stock that may be issued upon exercise the Company’s Convertible Subordinated Notes due May 31, 2010 prior to the purchase of options after the date of this AgreementFirm Shares). The Company proposes to issue and sell 6,250,000 5,000,000 shares of its authorized but unissued Common Stock ("FIRM SHARES"“Firm Shares”) to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 750,000 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows: (1) Plus an option to acquire up to 750,000 additional shares to cover overallotments.

Introductory. C▇▇▇▇▇▇ HoldingsConcord EFS, Inc. ("COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 80,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 0.33 1/3 par value, of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 ____________ shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares closing of Common Stock that may be issued upon exercise of options after the date of transaction contemplated by this Agreement). The Company proposes to issue and sell 6,250,000 3,000,000 shares of its authorized but unissued Common Stock ("FIRM SHARESFirm Shares") to you (the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who each of which are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 450,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company that the Underwriters you propose to make a public offering of their each of your 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwritersyou, the Company and the Representative, acting on behalf each of the several Underwriters, you shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative Underwriters and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsSubject to the terms and conditions contained herein, Inc. ("COMPANY"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 to the Underwriters 1,650,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") common stock and 1,650,000 redeemable warrants to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointlypurchase common stock. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant grants to the Underwriters an option Representative two options to purchase up to 937,500 an additional 247,500 shares of Common Stock common stock and/or 247,500 warrants, respectively ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES.Representative's Options," You have advised as more fully described in Section 3, with the Company that the Underwriters propose to make a public offering additional shares of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter common stock and additional warrants being collectively referred to becomes effectiveas the "Additional Securities"), if it has not yet become effectivewhich options to purchase shall be exercisable, and in whole or in part, from time to time during the Pricing Agreement sixty (60) day period commencing on the date on which the Registration Statement (as hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters defined) is initially declared effective (the "RESERVED SHARESEffective Date") shall be reserved for sale by the Underwriters to certain eligible employees Securities and independent loan review specialists of the Company Exchange Commission (the "INVITEESCommission"). The 1,650,000 shares of common stock, as part together with the additional 247,500 shares of common stock issuable on exercise of the distribution over-allotment option, is referred to hereinafter as the "Common Stock," and the 1,650,000 warrants and the 247,500 warrants issuable on exercise of the Shares by over-allotment option are referred to hereinafter as the Underwriters"Warrants." The Common Stock and Warrants shall be offered and sold separately and traded separately on the American Stock Exchange. Each Warrant will entitle the holder to purchase one share of common stock (a "Warrant Share") at a price equal to 125% of the offering price of the Common Stock during the four year exercise period of the Warrants, subject to the terms Company's right of this Agreement, redemption. The Warrants may be redeemed by the applicable rules, regulations and interpretations Company commencing one year from the Effective Date of the National Association Registration Statement upon at least 30 days prior written notice, in whole but not in part, at a price of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To $.25 per Warrant provided the extent that any such Reserved Shares are not orally confirmed closing price for purchase by Invitees by the end Company's common stock is at least 175% of the first business exercise price of the Warrant during each day after of the twenty (20) trading days immediately preceding the date of this Agreementthe Company's written notice of redemption; provided, that notice of any such Reserved Shares may redemption must be offered to the public by the Underwriters as part given not more than five days after such 20 day trading period. The terms and provisions of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares Warrants shall be governed by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an a warrant agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and its transfer agent (the Representative and shall specify such applicable information as is indicated in Exhibit A hereto"Warrant Agreement"), which Warrant Agreement will contain, among other provisions, anti-dilution protection for warrantholders on terms acceptable to the Representative. The offering of Common Stock and Warrants are more fully described in the Shares will be governed by this Agreement, as supplemented by Prospectus referred to below. All references to the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement Company below shall be deemed to incorporate include, where appropriate, the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:Company's subsidiaries, if any.

Introductory. C▇▇▇▇▇▇ Holdings, Inc. Rental Service Corporation ("COMPANYCompany"), ) a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, an authorized capital stock consisting of 500,000 shares of Preferred Stock, $.01 par value, of which no shares were outstanding as of May 29, 1997 and 150,000,000 20,000,000 shares, $0.01 .01 par value, of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 11,571,777 shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 3,000,000 shares of its authorized but unissued Common Stock, and certain stockholders of the Company (collectively referred to as the "Selling Stockholders" and named in Schedule B) propose to sell 2,280,000 shares of the Company's issued and outstanding Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively, such total of 5,280,000 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the "Firm Shares." In addition, the Company proposes certain Selling Stockholders propose to grant to the Underwriters an option to purchase up to 937,500 792,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Stockholders that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the Representative, acting on behalf of the several Underwriters, Underwriters shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Underwriters and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be be (1) Plus an option to acquire up to 792,000 additional shares to cover over allotments. 2 governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. CPursuant to the terms and conditions of this Underwriting Agreement (this “Agreement”), the selling stockholders listed on Schedule A hereto (the “Selling Stockholders”) propose, severally and not jointly, to sell to Credit Suisse Securities (USA) LLC (the “Underwriter”) an aggregate of 4,366,209 shares of Class A common stock, par value $0.01 per share (“Securities”) of ▇▇▇▇▇▇▇ HoldingsMinerals, Inc. ("COMPANY")Inc., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any such 4,366,209 shares of Common Stock that may be issued upon exercise of options after Securities being hereinafter referred to as the date of this Agreement“Firm Securities”). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS")Selling Stockholders have also agreed, who are acting severally and not jointly. In addition, the Company proposes to grant sell to the Underwriters Underwriter, at the option of the Underwriter, an option to purchase up to 937,500 aggregate of not more than 654,931 additional shares of Common Stock Securities ("OPTION SHARES"the “Optional Securities”) as provided in Section 4 hereofset forth below. The Firm Shares andSecurities and the Optional Securities are herein collectively called the “Offered Securities” and the proposed sale of the Offered Securities is referred to herein as the “Offering”. A portion of the Offered Securities to be sold by the Selling Stockholders consists of Securities that are issuable upon redemption of units in ▇▇▇▇▇▇▇ Minerals Holdings, LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ LLC”), pursuant to the extent First Amended and Restated Limited Liability Company Agreement of ▇▇▇▇▇▇▇ LLC, dated as of April 23, 2019, immediately prior to the Closing Date on which such option is exercised, the Option Shares, Offered Securities are to be sold (any such redemption being hereinafter collectively referred to as the "SHARESa “Redemption Transaction”)." You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings21st Century Telecom Group, Inc. Inc., an Illinois corporation (the "COMPANYCompany"), a Delaware corporationproposes, will havesubject to the terms and conditions stated herein, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters initial purchasers named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined "Purchasers") U.S. $200,000,000 (Gross Proceeds) in aggregate initial principal amount of its 12 1/4% Senior Discount Notes Due 2008 (the "UNDERWRITERSNotes") with a principal amount at maturity of $363,135,000 and 50,000 Units (the "Units"), who are acting severally each Unit consisting of one share of its 13 3/4% Senior Cumulative Exchangeable Preferred Stock Due 2010 (the "Exchangeable Preferred Stock") and not jointly. In additionone Warrant (each, a "Warrant") to purchase 8.7774 shares of common stock, no par value (the "Common Stock") of the Company proposes to grant to at an exercise price of $.01 per share. The Company may, at its option (on any scheduled dividend payment date) exchange all but not less than all the Underwriters an option to purchase up to 937,500 additional shares of Common Exchangeable Preferred Stock then outstanding for the Company's 13 3/4% Subordinated Exchange Debentures Due 2010 (the "OPTION SHARESExchange Debentures") as provided in Section 4 hereof). The Firm Shares and, to Notes and the extent such option is exercised, the Option Shares, Units are hereinafter collectively referred to herein as the "SHARES.Offered Securities" You have advised and are offered on a private placement basis pursuant to the Company that the Underwriters propose to make a public offering of their respective portions exemption provided by Section 4(2) and Regulation S 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 United States Securities Act of the Shares to be purchased by the Underwriters 1933 (the "RESERVED SHARESSecurities Act") shall ). The Notes are to be reserved for sale by issued under an indenture dated as of February 1, 1998 (the Underwriters "Notes Indenture"), between the Company and State Street Bank and Trust Company, as trustee (the "Notes Trustee"). The Exchangeable Preferred Stock will be issued pursuant to certain eligible employees and independent loan review specialists an amendment to the Articles of Incorporation of the Company (the "INVITEESAmended Charter"), . Boston EquiServe Trust Company shall act as part transfer agent (the "Transfer Agent") for the Holders of the distribution of Notes and the Shares by the Underwriters, subject Exchangeable Preferred Stock will be entitled to the terms benefits of this a Registration Rights Agreement (the "Registration Rights Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after dated the date of this Agreementhereof, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, among the Company and the RepresentativePurchasers. This Agreement, acting on behalf of the several UnderwritersIndentures, shall enter into an agreement substantially in the form of Exhibit A hereto (Amended and Restated Charter, the Warrant Agreement and the Registration Rights Agreement are referred to herein collectively as the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. Operative Documents." The Company hereby confirms its agreement agrees with the Underwriters several Purchasers as follows:

Introductory. C▇▇▇▇▇▇ HoldingsSmartHeat, Inc. Inc., a Nevada corporation ("COMPANY"“Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 sharesseventy-five million (75,000,000) shares of common stock, par value $0.01 par value, of Preferred 0.001 per share (“Common Stock”), of which 24,194,425 shares were outstanding as of September 1, 2009, and no other shares of Common Stock will be outstanding have been issued as of the First Closing Date (as hereinafter defined, and 150,000,000 shares, $0.01 par value, ) except for shares of Common Stock ("COMMON STOCK"), issued upon the exercise of which 18,141,306 shares will be stock options and warrants outstanding as of the First Closing Date hereinafter defined (excluding any date hereof, shares of Common Stock that may be issued upon exercise pursuant to the Company’s director compensation policies or shares of options after the date of Common Stock issued pursuant to this Agreement). The Company proposes to issue and sell 6,250,000 7,246,087 shares of its authorized but unissued Common Stock ("FIRM SHARES"“Underwritten Shares”) to the several underwriters named in Schedule A (“Underwriters”) as it may be amended by the Pricing Agreement (as hereinafter defined ("UNDERWRITERS"defined), who are acting severally and not jointly. In addition, the Company proposes to grant to has granted the Underwriters an option options to purchase up to 937,500 an aggregate of 1,086,913 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 hereofhereof (collectively, the “Overallotment Option”). The Firm Underwritten Shares and, to the extent such option Overallotment Option is exercisedexercised in whole or in part, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company that the Underwriters 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 (as hereinafter defined defined) has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Underwriting Agreement (as it may be amended, supplemented or modified in accordance with its terms, this “Agreement”), as supplemented by the Pricing Agreement. From and after the date time of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsAmerican Exceptionalism Acquisition Corp. A, Inc. a blank check company incorporated as a Cayman Islands exempted company ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to you and, as applicable, to the several underwriters Underwriter(s) named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 25,000,000 Class A as it may ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) of the Company (said shares to be amended issued and sold by the Pricing Agreement Company being hereinafter defined ("UNDERWRITERS"called the “Firm Securities”), who are acting severally and not jointly. In addition, the The Company also proposes to grant to the Underwriters an option to purchase up to 937,500 3,750,000 additional shares of Common Stock Class A ordinary shares, par value $0.0001 per share, to cover over-allotments, if any ("OPTION SHARES") the “Optional Securities”), as provided in Section 4 hereofset forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”). As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Shares and(as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a securities subscription agreement, dated July 25, 2025 (the “Securities Subscription Agreement”), with AEXA Sponsor LLC (the “Sponsor”), in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 12,321,429 Class B ordinary shares, par value $0.0001 per share, of the Company, up to 1,607,143 of which are subject to forfeiture to the extent such the Underwriters do not exercise their over-allotment option, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). The Founder Shares are substantially similar to the Ordinary Shares, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Shares Purchase Agreement, effective as of the date hereof (the “Private Placement Shares Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement shares at a price of $10.00 per share, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised, the Option ) (“Private Placement Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered”). The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the Underwriters agree that up other parties thereto, in substantially the form filed as Exhibit 10.3 to 312,500 the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Shares and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company may enter into an Administrative Services Agreement with the Sponsor, in substantially the form filed as Exhibit 10.8 to be purchased by the Underwriters Registration Statement (the "RESERVED SHARES") shall be reserved for sale by the Underwriters “Administration Services Agreement”), pursuant to certain eligible employees and independent loan review specialists of which the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriterswill, subject to the terms of this the Administration Services Agreement, pay to the applicable rules, regulations and interpretations Sponsor or an affiliate of the National Association Sponsor an aggregate monthly fee of Securities Dealers$10,000 for accounting, Inc. ("NASD") bookkeeping, office space, IT support, research, professional, secretarial and all other applicable lawsadministrative services. The Company, rules the Sponsor and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end each of the first business day after Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the date of this Closing Date (the “Letter Agreement”), such Reserved Shares may be offered in substantially the form filed as Exhibit 10.1 to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:Registration Statement.

Introductory. C▇▇▇▇▇▇ HoldingsCRA International, Inc. ("COMPANY"the “Company”), a Delaware Massachusetts corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, 1,000,000 shares of Preferred Stock, without par value, of which no shares will be are outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, 25,000,000 shares of Common Stock Stock, without par value ("COMMON STOCK"“Common Stock”), of which 18,141,306 10,172,188 shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)May 25, 2005. The Company proposes to issue and sell 6,250,000 710,000 shares of its authorized but unissued Common Stock Stock, and certain stockholders and optionholders of the Company ("FIRM SHARES"collectively referred to as the “Selling Stockholders” and named in Schedule B) propose to sell 1,189,227 shares of the Company’s issued and outstanding Common Stock, to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. Collectively, such total of 1,899,227 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the “Firm Shares.” In addition, the Company proposes and the Selling Stockholders propose to grant to the Underwriters an option to purchase up to 937,500 284,884 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” (1) Plus an option to acquire up to 284,884 additional shares to cover overallotments. You have advised the Company and the Selling Stockholders that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their respective agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings, CII Technologies Inc. (the "COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 3,500,000 shares of its authorized but unissued Common Stock $0.01 par value per share ("FIRM SHARESCommon Stock") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Such total of 3,500,000 shares of Common Stock proposed to be sold by the Company is hereinafter referred to as the "Firm Shares." In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 525,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. and ▇▇▇▇▇▇ ▇▇▇▇ LLC (the Representative"Representatives"), acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement agreements with the Underwriters as follows:: -------------- /*/Plus an option to acquire from the Company up to 525,000 additional shares to cover overallotments.

Introductory. C▇▇▇▇▇▇ HoldingsTeam Financial, Inc. (the "COMPANYCompany"), a Delaware corporationbank holding company, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, shares of Preferred Stock, none of which no shares will be were outstanding as of the First Closing Date hereinafter definedMay ___, 1999, and 150,000,000 shares, $0.01 par value, 50,000,000 shares of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 ____________ shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 700,000 shares of its authorized but unissued Common Stock and a shareholder of the Company (referred to as the "FIRM SHARES"Selling Shareholder" and named in Schedule B) proposes to sell 300,000 shares of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule A A, as it may be amended by the Pricing Agreement hereinafter defined (the "UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively, such total of 1,000,000 shares of Common Stock proposed to be sold by the Company and the Selling Shareholder is hereinafter referred to as the "Firm Shares." In addition, the Company proposes [and the Selling Shareholder] propose to grant to the Underwriters an option to purchase up to 937,500 150,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Shareholder that the Underwriters 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 after the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Shareholder and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication communication between the Company Company, the Selling Shareholder and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. -------------------- *Plus an option to acquire up to 150,000 additional shares to cover overallotments. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Shareholder hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. ("COMPANY")Navistar International Corporation, a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting of 10,000,000 sharesagrees with the several Underwriters named in Schedule A hereto (“Underwriters”) subject to the terms and conditions stated herein, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A Underwriters $550,000,000 principal amount (“Firm Securities”) of its 3.00% Senior Subordinated Convertible Notes due 2014 (“Securities”) and also agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than $75,000,000 additional principal amount (“Optional Securities”) of its Securities as it may set forth below, all to be amended by the Pricing Agreement hereinafter defined issued under an indenture, to be dated as of October 28, 2009 ("UNDERWRITERS"“Indenture”), who are acting severally and not jointly. In addition, between the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares and The Bank of Common Stock ("OPTION SHARES") New York Mellon Trust Company, N.A., as provided in Section 4 hereofTrustee. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters 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, Securities and the Pricing Agreement hereinafter defined has been executed and deliveredOptional Securities are herein collectively called the “Offered Securities”. The Company and the Underwriters agree that up to 312,500 Offered Securities will be convertible into cash, shares of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists common stock, par value $0.10 per share, of the Company (“Common Stock”) or a combination of cash and shares of Common Stock. In connection with the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several UnderwritersOffered Securities, the Company is entering into convertible note hedge and the Representative, acting on behalf warrant transactions with one or more of the several UnderwritersUnderwriters or affiliates thereof (the “Hedge Counterparties”) pursuant to confirmation letters, shall enter into an agreement substantially in dated the date hereof, to the form of Exhibit A hereto the ISDA 2002 Master Agreement, and side letters with each of the Hedge Counterparties dated the date hereof (the "PRICING AGREEMENT"“Hedge and Warrant Documentation”). The Pricing Agreement may take As more fully described in the form General Disclosure Package (as defined below), concurrently with the offering of an exchange of any standard form of written telecommunication between Offered Securities, the Company is offering $1,000,000,000 principal amount of its Senior Notes due 2021 Notes, the “Notes”) in a separate public offering. In connection with the issuance of Notes and concurrently with the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering closing of the Shares Offered Securities, the Company will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:enter into a separate indenture (“Note Indenture”).

Introductory. C▇▇▇▇▇▇ HoldingsMCSi, Inc. ("COMPANY"), ) a Delaware Maryland corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, 5,000,000 shares of Preferred Stock, no par value, of which no shares will be were outstanding as of the First Closing Date hereinafter defined_________, 2001 and 150,000,000 30,000,000 shares, $0.01 no par value, of Common Stock ("COMMON STOCK"), ) of which 18,141,306 ____________ shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)hereof. The Company proposes to issue and sell 6,250,000 4,000,000 shares of its authorized but unissued Common Stock Stock, and certain stockholders of the Company (collectively referred to as the "FIRM SHARES"Selling Stockholders" and named in Schedule B) propose to sell 500,000 shares of the Company's issued and outstanding Common Stock, to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. Collectively, such total of 4,500,000 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the "FIRM SHARES." In addition, the Company proposes and the Selling Stockholders propose to grant to the Underwriters an option to purchase up to 937,500 675,000 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. ("▇▇▇▇▇") has the authority, subject to the terms and conditions contained herein, to act on behalf of the several Underwriters and the Representatives hereunder. You have advised the Company and the Selling Stockholders that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. -------- (1) Plus an option to acquire up to 675,000 additional shares to cover overallotments. The Company and each of the Selling Stockholders hereby confirms its agreement their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsPortfolio Recovery Associates, Inc. ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 2,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 30,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"“Common Stock”), of which 18,141,306 15,520,235 shares were outstanding as of the date hereof, and no other shares of Common Stock will be outstanding have been issued as of the First Closing Date hereinafter defined (excluding any defined, except for shares of Common Stock that may be issued upon the exercise of stock options after outstanding as of the date hereof or shares of Common Stock issued pursuant to this Agreement). The Company proposes to issue and sell 6,250,000 1,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES"the “Firm Shares”) to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option options to purchase up to 937,500 an aggregate of 187,500 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is options are exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. 1 Plus an option to acquire up to 187,500 additional shares to cover overallotments. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings2nd Swing, Inc. ("COMPANYCompany"), ) a Delaware Minnesota corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 50,000,000 shares, $0.01 .01 par value. As of , of Preferred Stock2002, of which no 3,440,672 shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCKCommon Stock"), and no other equity securities of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)class, were outstanding. The Company proposes to issue and sell 6,250,000 2,000,000 shares (the "Firm Shares") of its authorized but unissued Common Stock to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. ("FIRM SHARESyou" or the ") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriter"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters Underwriter an option to purchase up to 937,500 300,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company that the Underwriters you 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several UnderwritersUnderwriter, the Company and the Representative, acting on behalf of the several Underwriters, Underwriter shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative Underwriter, and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement agreements with the Underwriters Underwriter as follows:

Introductory. CPursuant to the terms and conditions of this Underwriting Agreement (this “Agreement”), the selling stockholders listed on Schedule A hereto (the “Selling Stockholders”) propose, severally and not jointly, to sell to Credit Suisse Securities (USA) LLC (the “Underwriter”) an aggregate of 6,600,000 shares of Class A common stock, par value $0.01 per share (“Securities”) of ▇▇▇▇▇▇▇ HoldingsMinerals, Inc. ("COMPANY")Inc., a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any such 6,600,000 shares of Common Stock that may be issued upon exercise of options after Securities being hereinafter referred to as the date of this Agreement“Firm Securities”). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS")Selling Stockholders have also agreed, who are acting severally and not jointly. In addition, the Company proposes to grant sell to the Underwriters Underwriter, at the option of the Underwriter, an option to purchase up to 937,500 aggregate of not more than 990,000 additional shares of Common Stock Securities ("OPTION SHARES"the “Optional Securities”) as provided in Section 4 hereofset forth below. The Firm Shares andSecurities and the Optional Securities are herein collectively called the “Offered Securities” and the proposed sale of the Offered Securities is referred to herein as the “Offering”. A portion of the Offered Securities to be sold by the Selling Stockholders consists of Securities that are issuable upon redemption of units in ▇▇▇▇▇▇▇ Minerals Holdings, LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ LLC”), pursuant to the extent First Amended and Restated Limited Liability Company Agreement of ▇▇▇▇▇▇▇ LLC, dated as of April 23, 2019, immediately prior to the Closing Date on which such option is exercised, the Option Shares, Offered Securities are to be sold (any such redemption being hereinafter collectively referred to as the "SHARESa “Redemption Transaction”)." You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsAmerican Public Education, Inc. ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"“Amended and Restated Charter”), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 100,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"“Common Stock”), of which 18,141,306 17,048,772 shares will be outstanding as of the First Closing Date hereinafter defined (defined, excluding any shares of Common Stock that may be issued upon the exercise of options after the date of this Agreement of stock options outstanding as of the date of this Agreement). The Company proposes to issue and sell 6,250,000 4,687,500 shares of its authorized but unissued Common Stock ("FIRM SHARES"“Firm Shares”) to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 703,125 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 243,375 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES"“Reserved Shares”) shall be reserved for sale by the Underwriters to certain eligible employees of the Company and independent loan review specialists certain other individuals identified by the officers and directors of the Company (the "INVITEES"“Invitees”), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("“NASD"”) and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of 1 Plus an option to acquire up to 703,125 additional shares to cover overallotments. the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. CLiz Claiborne, Inc., a Delaware corporation (the “Company”), has previously entered into a Purchase Agreement (the “Original Purchase Agreement”), dated as of April 1, 2011, with ▇▇▇▇▇▇▇ HoldingsLynch, Inc. Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ("COMPANY"), a Delaware corporation, will have, upon “▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation other several Initial Purchasers named therein (the "CHARTER AMENDMENT"), an authorized capital stock consisting “Initial Purchasers”) with respect to the issuance and sale of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as 205,000,000 aggregate principal amount of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock Company’s 10.50% Senior Secured Notes due 2019 ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement“Original Notes”). The Company now proposes to issue and sell 6,250,000 shares an additional $15,000,000 aggregate principal amount of its authorized but unissued Common Stock the Company’s 10.50% Senior Secured Notes due 2019 ("FIRM SHARES"the “Add-On Notes” and together with the Original Notes, the “Notes”) to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS")Initial Purchasers, who are acting severally and not jointly, in the respective amounts set forth in such Schedule ▇. In addition▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Add-On Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of the Closing Date (the “Indenture”), among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company proposes (the “Depositary”) pursuant to grant a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the Underwriters an option benefits of a registration rights agreement, to purchase up be dated as of the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to 937,500 additional shares which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of Common Stock debt securities of the Company with terms substantially identical to the Notes ("OPTION SHARES"the “Exchange Notes”) as provided to be offered in Section 4 hereofexchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The Firm Shares andpayment of principal of, to premium, if any, and interest on the extent such option is exercisedNotes will be fully and unconditionally guaranteed on a senior secured basis, jointly and severally by (i) the Company’s subsidiaries listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the Option Shares“Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are hereinafter herein collectively referred to as the "SHARES“Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities." You have advised ” The Securities are being issued to (i) finance the Company’s cash tender offer (the “Tender Offer”) for a portion of its 5.0% euro notes due July 2013 (the “Euro Notes”) and fees and expenses incurred in connection therewith; and (ii) use the remaining proceeds for general corporate purposes. The Tender Offer, the issuance and sale of the Notes, the issuance of the Guarantees and the payment of transaction costs are referred to herein collectively, as the “Transactions.” The Securities will be secured on a first-priority basis, subject to Permitted Liens (as defined in the Indenture), by first-priority liens on and security interests in the Notes Priority Collateral (as defined in the Indenture, the “Notes Priority Collateral”) and by second-priority liens on and security interests in the ABL Priority Collateral (as defined in the Indenture, the “ABL Priority Collateral” and, together with the Notes Priority Collateral, the “Collateral”) and documented by a security agreement, mortgages and other instruments evidencing or creating or purporting to create a lien or security interest (collectively, the “Security Documents”) in favor of U.S. Bank National Association, as collateral agent (in such capacity, the “Collateral Agent”), for its benefit and the benefit of the Trustee, the holders of the Securities and the holders of any Permitted Additional Pari Passu Obligations (as defined in the Preliminary Offering Memorandum)(the “Permitted Additional Pari Passu Obligations”). The liens on the Collateral securing the Securities will be subject to an Intercreditor Agreement, dated as of the Closing Date (the “Intercreditor Agreement”), by and between the Collateral Agent and JPMorgan Chase Bank, N.A. as collateral agent (the “ABL Collateral Agent”) under the Company’s Second Amended and Restated Credit Agreement dated as of May 6, 2010, among Liz Claiborne Inc., Mexx Europe B.V., Liz Claiborne Canada Inc., the other Loan Parties from time to time party thereto, the Lenders party thereto, the ABL Collateral Agent, Bank of America, N.A. and SunTrust Bank, as Syndication Agents, and Wachovia Bank, National Association, as Documentation Agent (the “ABL Facility”), and acknowledged by the Company and the Guarantors. This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Security Documents, the Intercreditor Agreement and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Underwriters Initial Purchasers propose to make a public an offering of their respective portions of the Shares as soon as you deem advisable after Securities on the registration statement hereinafter referred to becomes effective, if it has not yet become effective, terms and in the manner set forth herein and in the Pricing Agreement hereinafter Disclosure Package (as defined has been executed below) and delivered. The Company and agrees that the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the UnderwritersInitial Purchasers may resell, subject to the terms of this Agreementconditions set forth herein, the applicable rules, regulations and interpretations all or a portion of the National Association of Securities Dealers, Inc. to purchasers ("NASD"the “Subsequent Purchasers”) and all other applicable laws, rules and regulations. To on the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by terms set forth in the end Pricing Disclosure Package (the first time when sales of the first business day after Securities are made is referred to as the date “Time of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"Sale”). The Pricing Agreement may take Securities are to be offered and sold to or through the form Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of an exchange 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of any standard form the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of written telecommunication between the Company Securities and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this AgreementIndenture, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement investors who acquire Securities shall be deemed to incorporate have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”). The Company has prepared and delivered to each Initial Purchaser copies of an Offering Memorandum, dated April 1, 2011 relating to the issue and sale of the Original Notes (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Supplement to Offering Memorandum, dated April 5, 2011 and attached hereto as Schedule B (the “Pricing Supplement”) containing certain terms of the Add-On Notes and other amendments to the information in the Preliminary Offering Memorandum, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing AgreementSupplement are herein referred to as the “Pricing Disclosure Package.” The Pricing Disclosure Package as amended or supplemented from time is referred to herein as the “Final Offering Memorandum.” All references herein to the terms “Pricing Disclosure Package” and the “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreement agreements with the Underwriters Initial Purchasers as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. Standard Parking Corporation ("COMPANY"), “Company”) a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 3,000 shares, $1.00 par value, of common stock, of which 31.30 shares were outstanding as of March 25, 2004, and 19,500 shares, $0.01 par value, of preferred stock, of which 4,000 shares of Series D preferred stock and 33.2194 shares of Series C preferred stock were outstanding as of March 26, 2004. In connection with the offering described herein, the Company will redeem or otherwise retire all of its outstanding shares of preferred stock with the exception of 10 shares of Series D preferred stock. At the time of the closing of the offering described herein, the Company will have an authorized capital stock consisting of 12,100,000 shares, $0.001 par value, of Common Stock (the “Common Stock”) and 10 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement“Preferred Stock”). The Company proposes to issue and sell 6,250,000 4,500,000 shares of its authorized but unissued Common Stock ("FIRM SHARES"“Firm Shares”) to the several underwriters named in Schedule A A, as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes and Steamboat Industries LLC (the “Selling Stockholder”)(2) propose to grant to the Underwriters an option to purchase up to 937,500 500,000 additional shares of Common Stock ("OPTION SHARES") “Option Shares”), as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” (1) Plus an option to acquire up to 500,000 additional shares to cover overallotments. (2) The Selling Stockholder will only sell shares in the offering described herein if the Underwriters exercise their option to purchase Option Shares. You have advised the Company and the Selling Stockholder that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholder and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholder and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company has agreed to reserve out of the Shares set forth opposite its name on Schedule A to this Agreement, up to 123,000 Shares for sale to the Company’s business associates and other parties related to or associated with the Company, as set forth in the Prospectus under the heading “Underwriting” (the “Directed Share Program”). The Shares to be sold by ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company and its affiliates pursuant to the Directed Share Program are hereinafter referred to as the “Directed Shares.” Any Directed Shares not orally confirmed for purchase by any participants in the Directed Share Program 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 Prospectus. The Company and the Selling Stockholder hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsHouston Wire & Cable Company, Inc. a Delaware corporation ("COMPANYCompany"), a Delaware corporationhas an authorized share capital consisting of 100,000,000 shares, will have$0.001 par value, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation Common Stock (the "CHARTER AMENDMENTCommon Stock"), an authorized capital stock consisting of 10,000,000 which 20,867,172 shares will be outstanding as of the First Closing Date hereinafter defined, and 5,000,000 shares, $0.01 0.001 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 4,250,000 shares of its authorized but unissued Common Stock Stock, and certain shareholders of the Company (as named in Schedule B, the "FIRM SHARESSelling Shareholders") propose to sell in the aggregate 4,250,000 shares of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively, such total of 8,500,000 shares of Common Stock proposed to be sold by the Company and the Selling Shareholders is hereinafter referred to as the "Firm Shares." In addition, the Company proposes Selling Shareholders propose to grant to the Underwriters an option to purchase up to 937,500 1,275,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Shareholders that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 425,000 of the Shares to be purchased by the Underwriters (the "RESERVED SHARESReserved Shares") shall be reserved for sale by the Underwriters to certain eligible directors, officers, employees and independent loan review specialists related persons of the Company and Code ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLC (the "INVITEESInvitees"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first Plus an option to acquire up to 1,275,000 additional shares to cover overallotments. business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Shareholders and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between among the Company Company, the Selling Shareholders and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Shareholders hereby confirms its confirm their agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. American Medserve Corporation ("COMPANY"), ) a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, 1,000,000 shares of Preferred Stock, $.01 par value, none of which no shares will be were outstanding as of the First Closing Date hereinafter definedNovember ___, 1996 and 150,000,000 shares, $0.01 par value, 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 18,141,306 5,559,625 shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 803,550 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING --------------------------- *Plus an option to acquire up to 803,550 additional shares to cover overallotments. AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. ("COMPANY")Houston Wire & Cable Company, a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), has an authorized share capital stock consisting of 10,000,000 100,000,000 shares, $0.01 0.001 par value, of Common Stock (“Common Stock”), of which 20,867,172 shares will be outstanding as of the date hereof, and 5,000,000 shares, $0.001 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined. Certain shareholders of the Company (as named in Schedule B, the “Selling Shareholders”) propose to sell in the aggregate 5,500,000 shares (the “Firm Shares”) of the Company’s issued and 150,000,000 shares, $0.01 par value, of outstanding Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, one of the Company Selling Shareholders proposes to grant to the Underwriters an option to purchase up to 937,500 825,000 additional shares of Common Stock ("OPTION SHARES"“Option Shares”) as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company and the Selling Shareholders that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Shareholders and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between among the Company Company, the Selling Shareholders and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. (1) Plus an option to acquire up to 825,000 additional shares to cover overallotments. The Company and the Selling Shareholders hereby confirms its confirm their agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsPortfolio Recovery Associates, Inc. Inc., a Delaware corporation ("COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares2,000,000 shares of Preferred Stock, $0.01 par value, of Preferred Stock, of which no shares will be were outstanding as of the First Closing Date hereinafter defined, date hereof and 150,000,000 shares30,000,000 shares of common stock, $0.01 par value, of Common Stock value ("COMMON STOCKCommon Stock"), of which 18,141,306 ____________ shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)hereof. The Company proposes to issue and sell 6,250,000 3,470,000 shares of its authorized but unissued Common Stock (the "FIRM SHARESFirm Shares") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. In addition, a certain stockholder of the Company (as named in Schedule B, the "Selling Stockholder") proposes to grant to the Underwriters an option to purchase up to 937,500 520,500 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." William Blair & Company, ▇.▇.▇. ▇▇▇ ▇he authority, subject to the terms and conditions contained herein, to act on behalf of the several Underwriters and the Representatives hereunder. You have advised the Company and the Selling Stockholder that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholder and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an -------- (1) Plus an option to acquire up to 520,500 additional shares to cover overallotments. agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholder and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Stockholder hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. Superior Consultant Holdings Corporation ("COMPANYCompany"), ) a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares1,000,000 shares of Preferred Stock, $0.01 par value, of Preferred Stock, of which no shares will be are outstanding as of on the First Closing Date hereinafter defined, date hereof and 150,000,000 30,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 4,836,112 shares will be are outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after on the date of this Agreement)hereof. The Company proposes to issue and sell 6,250,000 2,150,000 shares of its authorized but unissued Common Stock (the "FIRM SHARESFirm Shares") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. In addition, the Company proposes and certain stockholders of the Company (collectively referred to as the "Selling Stockholders" and named in Schedule B) propose to grant to the Underwriters an option to purchase up to 937,500 322,500 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Stockholders that the Underwriters 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 it (1) Plus an option to acquire up to 322,500 additional shares to cover overallotments. 2 has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativeRepresentatives identified above, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Stockholders hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsIndependence Energy Aggregator L.P. (the “Selling Stockholder”), Inc. ("COMPANY")as a stockholder of Crescent Energy Company, a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to agrees with the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined hereto ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes “Underwriters”) to grant sell to the several Underwriters 12,000,000 shares of its Class A common stock of the Company, par value $0.0001 (the “Class A Common Stock” or the “Firm Securities”). The Selling Stockholder also agrees to sell to the Underwriters, at the option of the Underwriters, an option to purchase up to 937,500 aggregate of not more than 1,800,000 additional shares of Class A Common Stock ("OPTION SHARES") “Optional Securities”), as provided in Section 4 hereofset forth below. The Firm Shares and, Securities and the Optional Securities are herein collectively called the “Offered Securities”. The shares of Class A Common Stock of the Company to be outstanding after giving effect to the extent sale of the Offered Securities are referred to herein as the “Stock”. The Offered Securities to be sold by the Selling Stockholder consist of shares of Class A Common Stock that are issuable upon redemption of units representing limited liability company interests (the “OpCo Units”) of Crescent Energy OpCo LLC, a Delaware limited liability company (“OpCo”), together with the redemption of an equal number of shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of the Company, pursuant to the Amended and Restated Limited Liability Company Agreement of OpCo, dated December 7, 2021 (the “OpCo LLC Agreement”), immediately prior to the Closing Date (as hereinafter defined) on which the Offered Securities are to be sold (such option is exercised, the Option Shares, are redemption being hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement “Redemption Transaction” and any such shares issued in a Redemption Transaction hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and deliveredas “Redemption Shares”). The Company and the Underwriters agree that up In order to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject exercise their redemption right pursuant to the terms of this the OpCo LLC Agreement, the applicable rules, regulations and interpretations of Selling Stockholder shall deliver a Redemption Notice (as defined in the National Association of Securities Dealers, Inc. ("NASD"OpCo LLC Agreement) and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and OpCo prior to the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:Closing Date.

Introductory. C▇▇▇▇▇▇ HoldingsHeritage-Crystal Clean, Inc. ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 500,000 shares, $0.01 par value, of preferred stock (“Preferred Stock”), of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 22,000,000 shares, $0.01 par value, of common stock (“Common Stock ("COMMON STOCK"Stock”), of which 18,141,306 14,633,355 are outstanding as of the date hereof, and no other shares of Common Stock will be outstanding have been issued as of the First Closing Date hereinafter defined (excluding any defined, except for shares of Common Stock that may be issued upon the exercise of stock options after outstanding as of the date hereof or shares of Common Stock issued pursuant to this Agreement). The Company proposes to issue and sell 6,250,000 2,956,521 shares of its authorized but unissued Common Stock ("FIRM SHARES"the”Firm Shares”) to the several underwriters named in Schedule A as it may be amended by (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 443,479 additional shares of Common Stock ("OPTION SHARES"the “Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company that the Underwriters propose to make a public offering (the “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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 1,354,087 of the Firm Shares to be purchased by the Underwriters and 45.8% of the Option Shares (collectively, the "RESERVED SHARES"“Reserved Shares”) shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists existing stockholders of the Company and certain related persons identified by them (the "INVITEES"“Invitees”), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. Financial Industry Regulation Authority ("NASD"“FINRA”) and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering Offering contemplated hereby. ---------- Prior to the purchase and (1) Plus an option to acquire up to 937,500 443,479 additional shares to cover overallotments Prior to the purchase and public offering overallotments. Offering of the Shares by the several Underwriters, the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (the “Representative”), acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares Offering will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. Rental Service Corporation ("COMPANYCompany"), ) a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, an authorized capital stock consisting of 350,000 shares of Redeemable Preferred Stock, $.01 par value, of which no shares were outstanding as of _________, 1997, 500,000 shares of Preferred Stock, $.01 par value, of which no shares were outstanding as of _________, 1997 and 150,000,000 20,000,000 shares, $0.01 .01 par value, of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 _________ shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 3,000,000 shares of its authorized but unissued Common Stock, and certain stockholders of the Company (collectively referred to as the "Selling Stockholders" and named in Schedule B) propose to sell 1,000,000 shares of the Company's issued and outstanding Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively, such total of 5,500,000 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the "Firm Shares." In addition, the Company proposes certain Selling Stockholders propose to grant to the Underwriters an option to purchase up to 937,500 600,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Stockholders that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholders and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed --------------------- /1/Plus an option to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:acquire up to 600,000 additional shares to cover over allotments.

Introductory. C▇▇▇▇▇▇ HoldingsHealthStream, Inc. ("COMPANY"the “Company”), a Delaware Tennessee corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares, $0.01 no par value, of Preferred Stockpreferred stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, defined and 150,000,000 75,000,000 shares, $0.01 no par value, of Common Stock ("COMMON STOCK"“Common Stock”), of which 18,141,306 22,222,085 shares were outstanding as of November 7, 2011, and no other shares of Common Stock will be outstanding have been issued as of the First Closing Date hereinafter defined (excluding any defined, except for shares of Common Stock that may be issued upon the exercise of stock options after the date outstanding as of November 7, 2011 or shares of Common Stock issued pursuant to this Agreement). The Company proposes to issue and sell 6,250,000 3,100,000 shares of its authorized but unissued Common Stock, and certain shareholders of the Company (as named in Schedule B, the “Selling Shareholders”) propose to sell in the aggregate 150,000 shares (including 50,000 shares being offered upon the exercise of validly issued options that are vested and exercisable as of the date hereof) of the Company’s issued and outstanding Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. Collectively, such total of 3,250,000 shares of Common Stock proposed to be sold by the Company and the Selling Shareholders is hereinafter referred to as the “Firm Shares.” In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 an aggregate of 487,500 additional shares of Common Stock ("OPTION SHARES"the “Option Shares”) as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." You have ” ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (the “Representative”) has advised the Company and the Selling Shareholders that the Underwriters propose to make a public offering (the “Offering”) of their respective portions of the Shares as soon as you deem the Representative deems advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Shareholders and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between among the Company Company, the Selling Shareholders and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares Offering will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. 1 Plus an option to acquire up to an aggregate of 487,500 additional shares to cover overallotments, if any. The Company and the Selling Shareholders hereby confirms its confirm their agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsSurety Capital Corporation, Inc. a Delaware corporation (the "COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 1,500,000 shares ("Firm Shares") of its authorized but unissued Common Stock Stock, par value $.01 per share ("FIRM SHARESCommon Stock") ), to the several underwriters named in Schedule A I as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 225,000 additional shares of Common Stock ("OPTION SHARESAdditional Shares") as provided in Section 4 hereof. The Firm Shares andShares, and to the extent such option is exercised, the Option Additional Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) ---------------- * Plus an option to acquire up to 937,500 225000 additional shares to cover overallotments over allotments. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an a pricing agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement agreements with respect to the purchase of the Shares by the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsShamir Optical Industry Ltd., Inc. an Israeli limited liability company ("COMPANY"“Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized share capital stock consisting of 10,000,000 100,000,000 ordinary shares, $NIS 0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of value (“Common Stock ("COMMON STOCK"Shares”), of which 18,141,306 12,711,332 shares will be are outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after on the date of this Agreement)hereof. The Company proposes to issue and sell 6,250,000 3,400,000 shares of its authorized but unissued Common Stock Shares, and certain shareholders of the Company ("FIRM SHARES"as named in Schedule B, the “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 as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. Collectively, such total of 4,000,000 Common Shares proposed to be sold by the Company and the Selling Shareholders is hereinafter referred to as the “Firm Shares.” In addition, the Company proposes Selling Shareholders propose to grant to the Underwriters an option to purchase up to 937,500 600,000 additional shares of Common Stock Shares ("OPTION SHARES"“Option Shares”) as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. has the authority, subject to the terms and conditions contained herein, to act on behalf of the several Underwriters and the Representatives hereunder. You have advised the Company and the Selling Shareholders that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- . (1) Plus an option to acquire up to 937,500 600,000 additional shares to cover overallotments overallotments. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Shareholders and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Shareholders and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Shareholders hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings(a) Alcoa Inc., Inc. a Pennsylvania corporation ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by I hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who for whom you (the “Representatives”) are acting severally as representatives, a total number of 25,000,000 depositary shares (the “Firm Depositary Shares”), each such Depositary Share representing ownership of 1/10th of a share of 5.375% Class B Mandatory Convertible Preferred Stock, Series 1, of the Company, par value $1.00 per share (the “Convertible Preferred Stock”). The Company also proposes to issue and not jointly. In additionsell to the several Underwriters up to an additional 3,750,000 depositary shares (the “Additional Depositary Shares”) if and to the extent that you, as Representatives, shall have determined to exercise, on behalf of the Underwriters, the Company proposes right to grant purchase such depositary shares granted to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 3(a)(ii) hereof. The Firm Depositary Shares andand the Additional Depositary Shares are hereinafter collectively referred to as the “Depositary Shares” and the Depositary Shares, to together with the extent such option is exercised, the Option Sharescorresponding shares of Convertible Preferred Stock, are hereinafter collectively referred to as the "SHARES." You have advised “Securities”. The Convertible Preferred Stock will, when issued, be deposited by the Company that against delivery of Depositary Receipts (“Depositary Receipts”) to be issued by Computershare Trust Company, N.A. (the Underwriters propose “Depositary”), under a Deposit Agreement, to make a public offering of their respective portions be dated as of the Shares as soon as you deem advisable after Closing Date (the registration statement hereinafter referred to becomes effective“Deposit Agreement”), if it has not yet become effectiveamong the Company, the Depositary and the Pricing Agreement hereinafter defined has been executed and deliveredholders from time to time of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Depositary Shares. The Company Convertible Preferred Stock shall have the rights, powers and preferences set forth in the Underwriters agree that up to 312,500 provisions of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists Articles of Incorporation of the Company (as amended May 6, 2013, the "INVITEES"), as part “Articles of the distribution of the Shares by the Underwriters, subject Incorporation”) relevant to the terms Class B Serial Preferred Stock of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeStatement with Respect to Shares in respect of the Convertible Preferred Stock (the “Statement with Respect to Shares”). The Convertible Preferred Stock will be convertible into a variable number of shares of common stock, par value $1.00 per share, of the Company (“Common Stock”). Such shares of Common Stock of the Company into which the Convertible Preferred Stock is convertible (including any additional shares of Common Stock issuable in connection with a conversion upon a fundamental change) are hereinafter referred to as the “Conversion Shares”. (b) At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus Supplement dated September 15, 2014 and accompanying base prospectus dated July 30, 2014 (together, the “Preliminary Prospectus”), as filed by the Company pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (the “Act”), and each “free writing prospectus” (as defined pursuant to Rule 405 under the Act) identified in Schedule II hereto, including any final term sheet filed with the Commission pursuant to Rule 433 under the Act and attached hereto as Schedule III (the “Final Term Sheet”). (c) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:Company.

Introductory. C▇▇▇▇▇▇ HoldingsSignature Resorts, Inc. Inc., a Maryland ------------ corporation (the "COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 1,600,000 shares of its authorized but unissued common stock, $.01 par value (the "Common Stock"), and the several stockholders of the Company listed in Schedule A annexed hereto (the "Selling Stockholders"), propose to sell 2,400,000 shares of the Company's issued and outstanding Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by B annexed hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who for whom you are acting severally and not jointlyas representatives (the "Representatives"). Said aggregate of 4,000,000 shares are herein called the "Firm Common Shares." In addition, the Company proposes and the Selling Stockholders propose to grant to the Underwriters an option to purchase up to 937,500 240,000 and 360,000 additional shares of shares, respectively (the "Option Common Stock ("OPTION SHARESShares") as provided in Section 4 5 hereof. The Option Shares of the respective Selling Shareholders are set forth on Schedule A annexed hereto. The Firm Common Shares and, to the extent such option is exercised, the Option Shares, Common Shares are hereinafter collectively referred to as the "SHARESCommon Shares." Concurrently with the offering of the Common Shares, the Company proposes to issue and sell an aggregate of $100,000,000 principal amount of its ____% Convertible Subordinated Notes Due 2007 (the "Notes"). You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Common Shares on the effective date of the Registration Statement hereinafter referred to, or as soon thereafter as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and deliveredin your judgment is advisable. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior Selling Stockholders hereby confirm their respective agreements with respect to the purchase and public offering of the Common Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsFlextronics International Ltd., Inc. a Singapore company (the "COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares 1,312,500 of its authorized but unissued Common Stock Ordinary Shares S$.01 par value each in the capital of the Company (the "FIRM SHARESOrdinary Shares") to the several underwriters named in Schedule A as it may be amended by annexed hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who for whom you are acting severally and not jointlyas Representatives. The 1,312,500 shares to be sold by the Company are referred to as the "Firm Common Shares." In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 196,875 additional shares of Ordinary Shares (the "Optional Common Stock (Shares"OPTION SHARES") ), as provided in Section 4 hereof. The Firm Common Shares and, to the extent such option is exercised, the Option Shares, Optional Common Shares are hereinafter collectively referred to as the "SHARESCommon Shares." It is understood that the Company is concurrently entering into an agreement dated the date hereof (the "International Underwriting Agreement") providing for (i) the offering by the Company of 437,500 Ordinary Shares (the "Firm International Common Shares") through arrangements with certain underwriters outside the United States and Canada (the "International Managers"), 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 Underwriters and the International Managers will concurrently enter into an Intersyndicate Agreement of even date herewith providing for the coordination of certain transactions among the Underwriters and the International Managers under the direction of Mont▇▇▇▇▇▇ ▇▇▇urities. You have advised the Company that the Underwriters propose to make a public offering of their respective portions the Common Shares on the effective date of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effectiveto, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), or as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters soon thereafter as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as your judgment is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreementadvisable. The Company hereby confirms its agreement with respect to the purchase of the Common Shares by the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Midwest Banc Holdings, Inc. ("COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 shares17,000,000 shares of Common Stock, $0.01 .01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock value ("COMMON STOCKCommon Stock"), of which 18,141,306 10,015,898 shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any __________, 1998 and 1,000,000 shares of Common Stock that may be issued upon exercise Preferred Stock, $.01 par value, none of options after the date which were outstanding as of this Agreement)__________, 1998. The Company proposes to issue and sell 6,250,000 1,100,000 shares of its authorized but unissued Common Stock ("FIRM SHARESFirm Shares") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERSUnderwriters"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 165,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up shall use their best efforts to 312,500 of sell the Shares to as many investors as possible, provided that the maximum number of Shares sold to any purchaser in the offering shall not exceed 50,000 and the number of Shares to be purchased by the Underwriters (the "RESERVED SHARES") sold to institutional investors shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists not exceed 25% of the Company (offering without the "INVITEES"), as part prior written consent of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulationsCompany. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and you, as the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication ----------------------- *Plus an option to acquire up to 165,000 additional shares to cover overallotments. communication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ Holdings, Inc. ("COMPANY")Dynavax Technologies Corporation, a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation corporation (the "CHARTER AMENDMENT"“Company”), an authorized capital stock consisting of 10,000,000 sharesproposes to sell, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of pursuant to the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date terms of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") , to the several underwriters named in Schedule A as it may be amended by hereto (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters,” or, each, an “Underwriter”), who are acting severally and not jointly. In additionan aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to grant sell to the Underwriters an option to purchase Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to 937,500 an additional 2,100,000 shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereofthe “Optional Stock”). The Firm Shares and, to Stock and the extent such option is exercised, the Option Shares, Optional Stock are hereinafter collectively referred to as the "SHARES." You have advised “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the Company that the Underwriters propose to make a public offering of their respective portions representatives of the Shares as soon as you deem advisable after the registration statement several Underwriters and in such capacity are hereinafter referred to becomes effectiveas the “Representatives.” A registration statement” on Form S-3, if it as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not yet become effectiveearlier than three (3) years prior to the date hereof; such registration statement, and the Pricing Agreement hereinafter defined any post-effective amendment thereto, became effective on filing and/or has been executed declared effective by the Commission in such form; and delivered. The Company no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Underwriters agree that up to 312,500 Commission, and no notice of objection of the Shares Commission to be purchased by the Underwriters use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the "RESERVED SHARES"“Rules and Regulations”) shall be reserved for sale promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), prospectus filed as part of such registration statement in the distribution of form in which it has most recently been filed with the Shares by the Underwriters, subject Commission on or prior to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the public Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Underwriters as Rules and Regulations to be part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriterssuch registration statement, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:are hereinafter collectively

Introductory. C▇▇▇▇▇▇ HoldingsHeritage-Crystal Clean, Inc. ("COMPANY"the “Company”), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 500,000 shares, $0.01 par value, of preferred stock (“Preferred Stock”), of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 18,000,000 shares, $0.01 par value, of common stock (“Common Stock ("COMMON STOCK"Stock”), of which 18,141,306 [ ] are outstanding as of the date hereof, and no other shares of Common Stock will be outstanding have been issued as of the First Closing Date hereinafter defined (excluding any defined, except for shares of Common Stock that may be issued upon the exercise of stock options after outstanding as of the date hereof or shares of Common Stock issued pursuant to this Agreement). The Company proposes to issue and sell 6,250,000 2,750,000 shares of its authorized but unissued Common Stock ("FIRM SHARES"the“Firm Shares”) to the several underwriters named in Schedule A as it may be amended by (the Pricing Agreement hereinafter defined ("UNDERWRITERS"“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 412,500 additional shares of Common Stock ("OPTION SHARES"the “Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES“Shares." ” You have advised the Company that the Underwriters propose to make a public offering (the “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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 1,120,576 of the Firm Shares to be purchased by the Underwriters and 40.8% of the Option Shares (collectively, the "RESERVED SHARES"“Primary Reserved Shares”) shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists existing stockholders of the Company and certain related persons identified by them (the "INVITEES"“Primary Invitees”), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. Financial Industry Regulation Authority ("NASD"“FINRA”) and all other applicable laws, rules and regulations. The Company and the Underwriters further agree that up to 137,500 of the Firm Shares to be purchased by the Underwriters (the “Secondary Reserved Shares”) shall be reserved for sale by the Underwriters to certain existing employees of the Company, affiliates, current and potential 1 Plus an option to acquire up to 412,500 additional shares to cover overallotments. customers and other persons with whom the Company has business relationships (the “Secondary Invitees”), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of FINRA and all other applicable laws, rules and regulations. The Primary Reserved Shares and the Secondary Reserved Shares are referred to collectively herein as the “Reserved Shares” and the Primary Invitees and the Secondary Invitees are referred to collectively herein as the “Invitees.” To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering Offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering Offering of the Shares by the several Underwriters, the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (the “Representative”), acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares Offering will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. CBarn▇▇▇ ▇▇▇▇▇▇ Holdings., Inc. a Delaware corporation (the "COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 sharesshares of Preferred Stock, $0.10 par value, of which immediately prior to the closing of the offering of the shares contemplated by this Agreement 1,271,000 shares of Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred Stock") will be outstanding, and 40,000,000 shares of Common Stock, $0.01 par value, of Preferred value (the "Common Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 immediately prior to the closing of the offering of shares contemplated by this Agreement 14,398,000 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)outstanding. The Company proposes to issue and sell 6,250,000 500,000 shares of its authorized but unissued Common Stock Stock, and Waxman USA Inc., a Delaware corporation and a stockholder of the Company (the "Selling Stockholder"), which is a direct wholly-owned subsidiary of Waxman Industries, Inc., a Delaware corporation ("FIRM SHARESWaxman Industries") ), proposes to sell 1,500,000 shares of the Company's issued and outstanding Common Stock, to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (the "UNDERWRITERSUnderwriters"), who are acting severally and not jointly. Collectively, such total of 2,000,000 shares of Common Stock proposed to be sold by the Company and the Selling Stockholder are hereinafter referred to as the "Firm Shares." In addition, the Company Selling Stockholder proposes to grant to the Underwriters an option to purchase up to 937,500 150,000 additional shares of Common Stock (the "OPTION SHARESOption Shares") as provided in Section 4 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company and the Selling Stockholder ---------------------------- * Plus an option to acquire up to 150,000 additional shares from the Selling Stockholder to cover overallotments. that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company Company, the Selling Stockholder, Waxman Industries and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company Company, the Selling Stockholder, Waxman Industries and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company Company, the Selling Stockholder and Waxman Industries hereby confirms its agreement confirm their agreements with the Underwriters as follows:

Introductory. C▇▇▇▇▇▇ HoldingsVesta Insurance Group, Inc. ("COMPANYCompany"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), has an authorized capital stock consisting of 10,000,000 5,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be were outstanding as of the First Closing Date hereinafter definedMarch 31, 2001, and 150,000,000 100,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCKCommon Stock"), of which 18,141,306 24,864,322 shares will be were outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement)such date. The Company proposes to issue and sell 6,250,000 7,500,000 shares of its authorized but unissued Common Stock ("FIRM SHARESFirm Shares") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement (hereinafter defined defined) (the "UNDERWRITERSUnderwriters"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 1,125,000 additional shares of Common Stock ("OPTION SHARESOption Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARESShares." You have advised the Company that the Underwriters 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 hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the RepresentativeRepresentatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENTPricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows: