Common use of Sale and Purchase Clause in Contracts

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company, the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto A, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 9.80 per ShareUnit. The Fund Company is advised by the Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement as in the Representative’s judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same purchase price per share unit to be paid by the Underwriters to the Fund Company for the Firm SharesUnits. This option The Over-Allotment Option may be exercised by you the Representative on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you the Representative may determine to eliminate fractional shares). The Fund also agrees, subject to adjustment in accordance with Section 8 hereof. In addition to the terms and conditions discount from the public offering price represented by the Purchase Price set forth hereinin the first sentence of this Section 1, the Company hereby agrees to sell pay to the Investment ManagerUnderwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), and, upon subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the basis time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the representationsOrdinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement shall pay for be authorized to distribute the Additional Shares, up Deferred Discount to an aggregate of 1,000 Shares (the "Investment Manager Shares")Public Shareholders on a pro rata basis.

Sale and Purchase. Upon the basis of the warranties and representations and subject Subject to the terms and conditions herein hereof (including without limitation the previous consummation of the Transformation), the Company hereby agrees (a) to issue and sell to the Investors, at the Closing, the Shares and the Parent Warrants, and to enter into the Parent Registration Rights Agreement with the Investors at the Closing, (b) to issue to the holders of the related Subsidiary Stock Purchase Rights, in the circumstances and at the times hereinafter set forth, the Fund agrees Replacement Warrants (if any), (c) to cause each Operating Subsidiary to issue and sell to the respective Underwriters Investors, at the Closing, the Callable Subsidiary Stock Purchase Rights and the Optional Subsidiary Stock Purchase Rights relating to such Operating Subsidiary, (d) to cause each Operating Subsidiary to enter into an Operating Subsidiary Registration Rights Agreement with the Investors at the Closing, (e) to cause each Operating Subsidiary to issue to the holders of the Underwritersrelated Subsidiary Stock Purchase Rights (or such other transferees as the Investors identify to the Company in writing, severally subject to the provisions of the Standstill Agreement), in the circumstances and not jointlyat the times hereinafter set forth, agrees the IPO Valuation Warrants (if any) and (f) to purchase from cause each Operating Subsidiary to issue to the Fund holders of the related Parent Warrants) (or to holding entities established by such holders, if so elected by such holders) in the circumstances and at the times hereinafter set forth, the Subsidiary Warrants (if any), for an aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that 90,000,000 with respect to the Underwriters intend purchase of all the foregoing securities (ithe "Purchase Price"), payable to the Company at the Closing (on its own behalf with respect to its sale of Shares, Parent Warrants and Replacement Warrants (if any), and as agent for each Operating Subsidiary with respect to such Operating Subsidiary's sale of its Subsidiary Stock Purchase Rights, Subsidiary Warrants (if any) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and IPO Valuation Warrants (ii) initially to offer the Firm Shares upon the terms set forth if any), in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants respective amounts determined pursuant to the several Underwriters the option to purchaseAllocation), and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agreesand, subject to the terms and conditions set forth hereinhereof, the Investors agree to sell pay the Purchase Price to the Investment ManagerCompany at the Closing (with respect to the purchase of Shares, andParent Warrants, upon Replacement Warrants (if any), Subsidiary Stock Purchase Rights, Subsidiary Warrants (if any) and IPO Valuation Warrants (if any), in the basis respective amounts determined pursuant to the Allocation), in each case in consideration of the representationspresent or future receipt, warranties and agreements as applicable, of the Fund contained hereinforegoing securities. No later than two business days prior to the Closing, the Investment Manager shall have Company and Silver Lake will inform each other of their respective bank accounts to be used for the right to purchase from the Fund, making of payments at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")Closing.

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 20.00 per ShareShare (the “Purchase Price”). The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement Effective Time as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forthforth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price Purchase Price less an amount per share Share equal to be paid any dividends or distributions declared by the Underwriters to the Fund for paid and payable on the Firm Shares, but not payable on the Additional Shares. This option may be exercised by you the Managing Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be paid for and delivered (such date and time being herein referred to as the "(“Additional Time of Purchase"Shares Closing Time”); provided, however, that the Additional Shares Closing Time of Purchase shall not be earlier than the Firm Shares Closing Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor no later than the tenth business day after the date on which the option shall have been exercisedof such notice. The number of Additional Shares to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share shares as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares"Managing Representatives may determine).

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters Underwriters, and each of the UnderwritersUnderwriter, severally and not jointly, agrees to purchase from the Fund Company, the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto A, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 9.80 per ShareUnit. The Fund Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesOffering, at the same purchase price per share to be paid by Unit as the Underwriters to the Fund shall pay for the Firm SharesUnits. This option The Over-Allotment Option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "an “Additional Time of Of Purchase"”); provided, however, that the no Additional Time of Of Purchase shall not be earlier than the Time of Of Purchase (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (Units, subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional sharesshares and to any adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”). The Fund also agrees, subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the terms time period provided in the Trust Agreement and conditions set forth herein, to sell the funds held under the Trust Agreement are distributed to the Investment Manager, and, upon the basis holders of the representationsCommon Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement shall pay for be authorized to distribute the Additional Shares, up Deferred Discount to an aggregate of 1,000 Shares (the "Investment Manager Shares")Public Stockholders on a pro rata basis.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, each of the Fund Selling Stockholders agrees to sell sell, in each case severally and not jointly, to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from each Selling Stockholder, the Fund respective number of Firm Shares (subject to such adjustment as the aggregate Managing Underwriters may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by such Selling Stockholder, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto annexed hereto, subject to adjustment in accordance with Section 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $14.325 [•] per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund VEBA Trust hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundVEBA Trust, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Selling Stockholders for the Firm Shares. This option The Over-Allotment Option may be exercised by you the Managing Underwriters on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundCompany and the VEBA Trust. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) ), nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised exercised, nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The Upon any exercise of the Over-Allotment Option, and subject to such adjustment as the Managing Underwriters may determine to avoid fractional shares: (i) the number of Additional Shares to be sold to purchased by each Underwriter Underwriter, severally and not jointly, shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased (the “Option Purchased Amount”) as the number of Firm Shares set forth opposite the name of such Underwriter on in Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agreesShares, subject to adjustment in accordance with Section 11 hereof. Pursuant to powers of attorney (the terms “Powers of Attorney”) granted by each Selling Stockholder other than the VEBA Trust (which Powers of Attorney shall be satisfactory to the Managing Underwriters), Jxxxxx X. Xxxxxxx, Jxxx X. Xxxxxx and conditions set forth hereinDxxxxx X. Xxxxxxxxxxxx shall act as representatives of each of the Selling Stockholders with the exception of the VEBA Trust. Each of the foregoing representatives (collectively, the “Representatives of the Selling Stockholders”) is authorized, on behalf of each Selling Stockholder (excluding the VEBA Trust), among other things, to sell to execute any documents necessary or desirable in connection with the Investment Manager, and, upon the basis sale of the representationsShares to be sold hereunder by such Selling Stockholder, warranties and agreements to make delivery of such Shares (whether in certificated or book-entry form), to provide instructions for the delivery of the Fund contained herein, proceeds of the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional sale of such Shares, up to an aggregate give receipts for such proceeds, to pay therefrom the expenses (if any) to be borne by such Selling Stockholder in connection with the sale and public offering of 1,000 Shares (the "Investment Manager Shares"), to distribute the balance of such proceeds to such Selling Stockholder, to receive notices on behalf of such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares ADSs set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $14.325 [ ] per ShareFirm ADS. The Fund is Company and the Selling Securityholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares ADSs upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company and the Selling Securityholders, in each case severally and not jointly, hereby grants grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm Shares ADSs to be purchased by each of them, all or a portion of the Additional Shares ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesADSs, at the same purchase price per share to be paid by the Underwriters to the Fund Company and the Selling Securityholders for the Firm SharesADSs. This option The Over-Allotment Option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundCompany and the Selling Securityholders. Such notice shall set forth the aggregate number of Additional Shares ADSs as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares ADSs are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares ADSs being purchased as the number of Firm Shares ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares ADSs (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional sharesADSs). The Fund also agrees, subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the terms Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and conditions the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth hereinopposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to sell such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Investment ManagerRepresentatives), and, upon the basis [ ] and [ ] shall act as representatives of the representations, warranties and agreements Selling Securityholders. Each of the Fund contained hereinforegoing representatives (collectively, the Investment Manager shall have “Representatives of the right Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to purchase from execute any documents necessary or desirable in connection with the Fundsale of the Offered ADSs to be sold hereunder by such Selling Securityholder, at to make delivery of the same purchase price per share certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 9.80 per ShareUnit. The Fund Company is advised by the Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement as in the Representative’s judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same purchase price per share Firm Unit to be paid by the Underwriters to the Fund for the Firm SharesCompany. This option The Over-Allotment Option may be exercised by you UBS on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you the Representative may determine to eliminate fractional shares). The Fund also agrees, subject to adjustment in accordance with Section 8 hereof. In addition to the terms and conditions discount from the public offering price represented by the Purchase Price set forth hereinin the first sentence of this Section 1, the Company hereby agrees to sell pay to the Investment ManagerUnderwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), and, upon subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the basis time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the representationsCommon Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as (i) the Underwriters shall pay for will forfeit any rights or claims to the Additional Shares, up Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to an aggregate of 1,000 Shares (distribute the "Investment Manager Shares")Deferred Discount to the Public Stockholders on a pro rata basis.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, acting severally and not jointly, agrees agree to purchase from the Fund Company the aggregate number of Firm Shares in the respective amounts set forth opposite the name of such Underwriter in on Schedule A attached hereto in each case at a purchase price of $14.325 24.2125 per Share. The Fund Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Representatives deem advisable after the effective date of the Registration Statement as is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as they the Representatives may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time “additional time of Purchase"purchase”); , provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number ; provided, further, that if the option shall have been exercised prior to the time of Additional Shares to be sold to each Underwriter purchase, the additional time of purchase shall be the number which bears time of purchase unless otherwise agreed to by the same proportion to Representatives and the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")Company.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Partnership agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Partnership the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 [ ] per ShareFirm Unit. The Fund is Partnership Parties are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement Effective Time as in your judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundPartnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same purchase price per share unit to be paid by the Underwriters to the Fund Partnership for the Firm SharesUnits less an amount per unit equal to any distribution declared by the Partnership and payable on the Firm Units but not payable on the Additional Units. This option The Over-Allotment Option may be exercised by you UBS Securities LLC (“UBS”) and Citigroup Global Markets Inc. (collectively, the “Representatives”) on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundPartnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional sharesunits). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, in each case at a purchase price of $14.325 ____ per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth (30th) day following the date hereof, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time additional time of Purchasepurchase"); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day day(1) after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company, the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto A, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 9.80 per ShareUnit. The Fund Company is advised by the Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement as in the Representative’s judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same purchase price per share unit to be paid by the Underwriters to the Fund Company for the Firm SharesUnits. This option The Over-Allotment Option may be exercised by you the Representative on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you the Representative may determine to eliminate fractional shares). The Fund also agrees, subject to adjustment in accordance with Section 8 hereof. In addition to the terms and conditions discount from the public offering price represented by the Purchase Price set forth hereinin the first sentence of this Section 1, the Company hereby agrees to sell pay to the Investment ManagerUnderwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), and, upon subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the basis time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the representationsClass A Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement shall pay for be authorized to distribute the Additional Shares, up Deferred Discount to an aggregate of 1,000 Shares (the "Investment Manager Shares")Public Shareholders on a pro rata basis.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters Underwriters, and each of the UnderwritersUnderwriter, severally and not jointly, agrees to purchase from the Fund Company, the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto A, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 9.80 per ShareUnit. The Fund Company is advised by the Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement as in the Representative’s judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesOffering, at the same purchase price per share to be paid by Unit as the Underwriters to the Fund shall pay for the Firm SharesUnits. This option The Over-Allotment Option may be exercised by you the Representative on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "an “Additional Time of Of Purchase"”); provided, however, that the no Additional Time of Of Purchase shall not be earlier than the Time of Of Purchase (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (Units, subject, in each case, to such adjustment as you the Representative may determine to eliminate fractional sharesshares and to any adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”). The Fund also agrees, subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the terms time period provided in the Trust Agreement and conditions set forth herein, to sell the funds held under the Trust Agreement are distributed to the Investment Manager, and, upon the basis holders of the representationsCommon Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement shall pay for be authorized to distribute the Additional Shares, up Deferred Discount to an aggregate of 1,000 Shares (the "Investment Manager Shares")Public Stockholders on a pro rata basis.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Partnership agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Partnership the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 57.48 per ShareUnit. The Fund Partnership is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundPartnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same purchase price per share unit to be paid by the Underwriters to the Fund Partnership for the Firm SharesUnits. This option The Over-Allotment Option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus Supplement, by written notice to the FundPartnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional sharescommon units). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 9.80 per ShareFirm Unit. The Fund Company is advised by the Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement as in the Representative’s judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same a purchase price of $10.00 per share to be paid by the Underwriters to the Fund for the Firm SharesAdditional Unit. This option The Over-Allotment Option may be exercised by you Credit Suisse on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you the Representative may determine to eliminate fractional shares). The Fund also agrees, subject to adjustment in accordance with Section 8 hereof. In addition to the terms and conditions discount from the public offering price represented by the Purchase Price set forth hereinin the first sentence of this Section 1, the Company hereby agrees to sell pay to the Investment ManagerUnderwriters a deferred discount of $0.35 per Firm Unit (or $0.55 per Additional Unit) purchased hereunder (the “Deferred Discount”), and, upon subject to Section 4(nn) herein. The Underwriters hereby agree that if no Business Combination is consummated within the basis time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the representationsCommon Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as (i) the Underwriters shall pay for will forfeit any rights or claims to the Additional Shares, up Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to an aggregate of 1,000 Shares (distribute the "Investment Manager Shares")Deferred Discount to the Public Stockholders on a pro rata basis.

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share Share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company, the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto A, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 9.80 per ShareUnit. The Fund Company is advised by the Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement as in the Representative’s judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same purchase price per share Unit to be paid by the Underwriters to the Fund Company for the Firm SharesUnits. This option The Over-Allotment Option may be exercised by you the Representative on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second (2nd) business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth (10th) business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you the Representative may determine to eliminate fractional shares). The Fund also agrees, subject to adjustment in accordance with Section 8 hereof. In addition to the terms and conditions discount from the public offering price represented by the Purchase Price set forth hereinin the first sentence of this Section 1, the Company hereby agrees to sell pay to the Investment ManagerUnderwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), and, upon subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the basis time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the representationsshares of Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement shall pay for be authorized to distribute the Additional Shares, up Deferred Discount to an aggregate of 1,000 Shares (the "Investment Manager Shares")Public Stockholders on a pro rata basis.

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 23.875 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, each of the Fund Selling Stockholders agrees to sell sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in each case accordance with Section 11 hereof at a purchase price of $14.325 [ ] per Share. The Fund is Selling Stockholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Selling Stockholders, in each case severally and not jointly, hereby grants grant to the several Underwriters the option (the “Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Selling Stockholders for the Firm Shares. This option The Option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to Holdings and the FundSelling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Option shall have been exercised nor later than the tenth fifth business day after the date on which the option Option shall have been exercised. The maximum number of Additional Shares to be sold to each Underwriter shall be the number which set forth opposite the name of such Underwriter on Schedule A attached hereto, and if less, the number of Additional Shares to be sold to each Underwriter shall be the number that bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares). The Fund also agrees, subject to adjustment in accordance with Section 11 hereof. Upon any exercise of the terms and conditions Option, the maximum number of Additional Shares to be purchased from each Selling Stockholder shall be the number set forth hereinopposite the name of such Selling Stockholder in Schedule C attached hereto, and if less, the number of Additional Shares to be purchased from each Selling Stockholder shall be the number that bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Selling Stockholder on Schedule C hereto bears to the total number of Firm Shares (subject, in each case, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share such adjustment as the Underwriters shall pay for the Additional Shares, up Representatives may determine to an aggregate of 1,000 Shares (the "Investment Manager Shares"eliminate fractional shares).

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company, (i) at a purchase price per unit of $9.80 per Unit, the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Column A-1 of Schedule A attached hereto in each case and (ii) at a purchase price of $14.325 10.00 per ShareUnit, the number of Firm Units purchased by (y) the Sponsor and its affiliates and (z) any of the investors previously identified by the Company to the Representatives and any of their affiliates, in each case, up to the higher of $50,000,000 and 35% of the gross proceeds of the Offering, as set forth opposite the name of such Underwriter in Column A-2 of Schedule A hereto, subject to adjustment in accordance with Section 8 hereof. The Fund Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same purchase price per share unit to be paid by the Underwriters to the Fund Company for the Firm SharesUnits. This option The Over-Allotment Option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares). The Fund also agrees, subject to adjustment in accordance with Section 8 hereof. In addition to the terms and conditions discount from the public offering price represented by the Purchase Price set forth hereinin the first sentence of this Section 1, the Company hereby agrees to sell pay to the Investment ManagerUnderwriters a deferred discount of $0.30 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), and, upon subject to Section 4(nn) herein. The Underwriters hereby agree that if no Business Combination is consummated within the basis time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the representationsClass A Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement shall pay for be authorized to distribute the Additional SharesDeferred Discount to the Public Shareholders on a pro rata basis. Notwithstanding anything in this Agreement to the contrary, up to 25% of the Deferred Discount may, in the sole discretion of the Company, be re-allocated or paid to affiliated or unaffiliated third parties that assist the Company in consummating the Business Combination. Notwithstanding anything in this Agreement to the contrary, the Company may, in its sole discretion, pay up to an aggregate additional $0.125 per Unit to one or more of 1,000 Shares (the "Investment Manager Shares")Underwriters based on the Underwriters’ performance during the Business Combination process.

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time additional time of Purchase"purchase); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 [ ] per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 [ ] Shares (the "Investment Manager Shares"). Simultaneous with delivery to the Underwriters of, and payment by the Underwriters for, the Shares, the Investment Manager or an affiliate thereof will pay to UBS Warburg LLC (the "Managing Representative") additional compensation in connection with the sale and distribution of the Shares in the form of a structuring and advisory fee in an aggregate amount equal to $ by certified or official bank check or checks payable in same-day funds or wire transfer.

Sale and Purchase. (a) Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters purchasers procured by the International Underwriters, or failing which, the several International Underwriters, and each of the International Underwriters, severally (and not jointlyjointly or jointly and severally), agrees to procure purchasers to purchase or, failing which, to purchase itself from the Fund Company, the aggregate number of U.S. Firm Shares set forth opposite the name of such International Underwriter in Schedule A attached SCHEDULE I-B hereto (subject to any reallocation by the Joint Representatives of Offer Shares between the International Offering and the Hong Kong Public Offering and subject to adjustment in each case accordance with Section 8 hereof), at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determineInternational Offering Price. In addition, the Fund Company hereby grants to the several International Underwriters the option (the “Over-allotment Option”) to purchaseprocure purchasers to purchase (or, failing which, to purchase themselves), and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the International Underwriters shall have the right to purchaseright, severally (and not jointlyjointly or jointly and severally), to procure purchasers to purchase or, failing which, to purchase itself, from the FundCompany, ratably in accordance with the number of U.S. Firm Shares to be purchased by the purchasers procured by each of themInternational Underwriter or by such International Underwriter itself, all or a portion of the Additional U.S. Option Shares as may be necessary to to, among other things, cover over-allotments made in connection with the offering of the U.S. Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm SharesInternational Offering Price. This option The Over-allotment Option may be exercised by you the Joint Representatives at their sole and absolute discretion on behalf of the several International Underwriters at any time and from time to time on or before the forty-fifth expiration of the period of thirty (30) calendar days after the last day following for the date hereoflodging of applications under the Hong Kong Public Offering (the “Option Expiration Date”), by written notice notice, substantially in the form set forth in Exhibit E hereto, to the FundCompany. Such notice shall set forth the aggregate number of Additional U.S. Option Shares as to which the option Over-allotment Option is being exercised, exercised and the date and time when the Additional U.S. Option Shares are to be delivered (delivered; provided however, that, no such date and time being herein referred to as of delivery of the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase U.S. Option Shares shall not be earlier than the First Time of Purchase Delivery (as defined belowin Section 2 hereof) nor nor, unless the Joint Representatives and the Company otherwise agree in writing, earlier than the second second, or later than the tenth, business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option Over-allotment Option shall have been exercised. The Upon any exercise of the Over-allotment Option, the number of Additional U.S. Option Shares to be sold to purchased by purchasers procured by each International Underwriter (or, failing which, each such International Underwriter) shall be the number (subject to such adjustment as the Joint Representatives may determine to avoid fractional shares) which bears the same proportion to the aggregate total number of Additional U.S. Option Shares being purchased by the several International Underwriters pursuant to such exercise as the number of U.S. Firm Shares set forth opposite the name of such International Underwriter on Schedule A in SCHEDULE I-B hereto bears to the total number of U.S. Firm Shares (subjectsubject to any reallocation by the Joint Representatives of Offer Shares between the International Offering and the Hong Kong Public Offering), subject to adjustment in each caseaccordance with Section 8 hereof. Upon the authorization by the Joint Representatives of the release of the U.S. Firm Shares, the several International Underwriters propose to such adjustment as you may determine to eliminate fractional shares)offer the U.S. Firm Shares for sale. The Fund also agreesCompany acknowledges and agrees that the sale of International Offer Shares by each International Underwriter shall be by it as agent of the Company under applicable Laws to procure purchasers for International Offer Shares (in which case the purchase obligation of such International Underwriter under this subsection (a) shall be reduced pro tanto) or, failing which, as principal to purchase International Offer Shares itself or through its Affiliates, and, accordingly, the Company appoints the International Underwriters as agents under applicable Laws and confers on them the powers, authority and discretion on behalf of the Company that are necessary solely to procure purchasers for the International Offer Shares upon the basis of the representations and warranties and subject to the terms and conditions herein set forth hereinforth; provided, however, that any International Underwriter selling International Offer Shares as agent of the Company pursuant to sell this subsection (a) and under applicable Laws will remain obligated to pay to the Investment Manager, and, upon Company the basis International Offering Price for such International Offer Shares as if such International Underwriter were purchasing such International Offer Shares as principal. In view of the representationsforegoing, warranties and agreements a purchase of International Offer Shares may include a subscription for International Offer Shares of the Fund contained herein, Company and a sale of International Offer Shares may include an allotment of International Offer Shares by the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")Company.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 9.80 per ShareUnit. The Fund Company is advised by the Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement as in the Representative’s judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same purchase price per share Firm Unit to be paid by the Underwriters to the Fund for the Firm SharesCompany. This option The Over-Allotment Option may be exercised by you Cowen on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you the Representative may determine to eliminate fractional shares). The Fund also agrees, subject to adjustment in accordance with Section 8 hereof. In addition to the terms and conditions discount from the public offering price represented by the Purchase Price set forth hereinin the first sentence of this Section 1, the Company hereby agrees to sell pay to the Investment ManagerUnderwriters a deferred discount of up to $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), and, upon subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the basis time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the representationsOrdinary Shares included in the Public Units sold pursuant to this Agreement (the “Public Stockholders”), warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as (i) the Underwriters shall pay for will forfeit any rights or claims to the Additional Shares, up Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to an aggregate of 1,000 Shares (distribute the "Investment Manager Shares")Deferred Discount to the Public Stockholders on a pro rata basis.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company, the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto A, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 9.80 per ShareUnit. The Fund Company is advised by the Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement as in the judgment of the Representative is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same purchase price per share unit to be paid by the Underwriters to the Fund Company for the Firm SharesUnits. This option The Over-Allotment Option may be exercised by you the Representative on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you the Representative may determine to eliminate fractional shares). The Fund also agrees, subject to adjustment in accordance with Section 8 hereof. In addition to the terms and conditions discount from the public offering price represented by the Purchase Price set forth hereinin the first sentence of this Section 1, the Company hereby agrees to sell pay to the Investment ManagerUnderwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), and, upon subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the basis time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the representationsClass A Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement shall pay for be authorized to distribute the Additional Shares, up Deferred Discount to an aggregate of 1,000 Shares (the "Investment Manager Shares")Public Shareholders on a pro rata basis.

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund Partnership agrees to issue and sell to each of the respective Underwriters Underwriters, and each of the UnderwritersUnderwriters agrees, severally and not jointly, agrees to purchase from the Fund Partnership, at a purchase price of $29.06 per unit, the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Sharehereto. The Fund Partnership is advised by Salomon Smith Barney Inc. that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon ofxxx xxx Xxxx Uxxxx xpon the terms set forth in the ProspectusProspectus and Prospectus Supplement. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Partnership hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundPartnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same purchase price per share unit to be paid by the Underwriters to the Fund Partnership for the Firm SharesUnits. This option may be exercised by you Salomon Smith Barney Inc. on behalf of the several Underwriters in whoxx xx xx xxxx at any time and from time to time but not more than once on or before the forty-fifth thirtieth (30th) calendar day following the date hereof, by written notice to the FundPartnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option is being exercised, and the date and time when the Additional Shares Units are to be delivered (such date and time being herein referred to as the "Additional Time additional time of Purchasepurchase"); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day day(1) after the date on which the option shall have been exercised nor later than the tenth (10th) business day after the date on which the option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").----------

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell the Firm Shares to the respective Underwriters several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate respective number of Firm Shares (subject to such adjustment as UBS Warburg may determine to avoid fractional shares) set forth opposite the name of such Underwriter in Schedule A attached annexed hereto in each case at a purchase price of $14.325 12.00 per Share. The Fund Company is advised by UBS Warburg that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Underwriters deem advisable after the effective date of the Registration Statement as is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, Company ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as UBS Warburg shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you UBS Warburg on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time additional time of Purchasepurchase"); provided, however, that the Additional Time additional time of Purchase purchase shall not be (i) earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor or (ii) later than the tenth business day Business Day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate number of Firm Shares (subject, in each case, to such adjustment as you UBS Warburg may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Partnership agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Partnership, the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 9 hereof, in each case at a purchase price of $14.325 29.50 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determineUnit. In addition, the Fund Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundPartnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made Units in connection with the offering event the Underwriters sell more than the number of the Firm SharesUnits, at the same purchase price per share Unit to be paid by the Underwriters to the Fund Partnership for the Firm SharesUnits. This option The Over-Allotment Option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundPartnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than (i) if such additional time of purchase is concurrent with the initial time of purchase, the first business day after the date on which the Over-Allotment Option shall have been exercised and (ii) if such additional time of purchase is after the initial time of purchase, the second business day after the date on which the option Over-Allotment Option shall have been exercised exercised; nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A attached hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional sharesUnits). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 9 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case hereto, at a purchase price of $14.325 9.69 per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus Supplement, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time “additional time of Purchase"purchase”); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to the respective Underwriters Initial Purchasers, and each of the UnderwritersInitial Purchasers, severally and not jointly, agrees to purchase from the Fund Company, the aggregate number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter Initial Purchaser in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions 97% of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determineprincipal amount thereof. In addition, the Fund Company hereby grants to the several Underwriters Initial Purchasers the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters Initial Purchasers shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares Notes as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesNotes, at the same a purchase price per share to be paid by of 97% of the Underwriters principal amount thereof, plus accrued interest, if any, from the time of purchase (as hereinafter defined) to the Fund for the Firm Sharesadditional time of purchase (as hereinafter defined). This option may be exercised by you on behalf of the several Underwriters Initial Purchasers, at any time and from time to time on or before the forty-fifth 30th day following the date hereof, hereof by written notice to the FundCompany. Such notice shall set forth the aggregate number initial principal amount of Additional Shares Notes as to which the option is being exercised, exercised and the date and time when the Additional Shares Notes are to be delivered (such date and time being herein referred to as the "Additional Time additional time of Purchasepurchase"); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than (i) the Time time of Purchase purchase or (as defined belowii) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day day(1) after the date on which the option shall have been exercised. The number principal amount of Additional Shares Notes to be sold to each Underwriter Initial Purchaser shall be the number amount which bears the same proportion to the aggregate number amount of Additional Shares Notes being purchased as the number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter Initial Purchaser on Schedule A hereto bears to the total number amount of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")Notes.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A I attached hereto hereto, subject to such other number of additional Firm Shares which such Underwriter may be obligated to purchase in accordance with Section 9 hereof, in each case at a purchase price of $14.325 14.88 per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you Rxxxxxx Jxxxx on behalf of the several Underwriters at any time and from time to time on one or more occasions on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time “additional time of Purchase"purchase”); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A I hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis plus any additional number of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right Additional Shares which such Underwriter may become obligated to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")in accordance with Section 9 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 11.2811 per ShareShare (after deducting the underwriting discounts and commission of $0.3489 from the public offering price of $11.63). The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. This option may be exercised by you the Joint Book-Running Managers on behalf of the several Underwriters at any time and in whole or from time to time in part at any time (but not more than twice) on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time “additional time of Purchase"purchase”); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier later than the second three business day days after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercisedof such notice. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 $ ____ per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date Effective Date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, (i) the Selling Stockholders hereby grant an option (the "Selling Stockholders Option") to the several Underwriters shall have the right to purchase, severally and not jointly, up to an aggregate of 145,355 Additional Shares from the Fund, ratably in accordance with Selling Stockholders and (ii) the number Company hereby grants an option (the "Company Option") to the several Underwriters to purchase up to an aggregate of Firm Shares to be purchased by each of them, all or a portion of the 229,645 Additional Shares as may be necessary to cover over-allotments made from the Company, in connection with the offering of the Firm Shares, each case at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option The options granted hereunder are for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The options granted hereunder may be exercised by you on behalf of the several Underwriters in whole or in part, at any time and (but not more than once) upon notice by the Representatives to the Company or, as applicable, the Selling Stockholders (with a copy to the Company), which notice may be given at any time within 30 days from time to time on or before the forty-fifth day following the date hereofof this Agreement, by written notice to provided, however, that the FundSelling Stockholders Option shall be exercised in full prior to, or concurrently with, any exercise of the Company Option. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time additional time of Purchasepurchase"); providedPROVIDED, howeverHOWEVER, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day Business Day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The If any Selling Stockholder Option Shares are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Additional Selling Stockholder Option Shares (subject to be sold such adjustments to each Underwriter shall be the number which eliminate fractional shares as you may determine) that bears the same proportion to the aggregate total number of Additional Selling Stockholder Option Shares being to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares and (subjectii) each Selling Stockholder agrees, in each caseseverally and not jointly, to sell the number of Selling Stockholder Option Shares (subject to such adjustment adjustments to eliminate fractional shares as you may determine determine) that bears the same proportion to the total number of Selling Stockholder Option Shares to be sold as the number of Selling Stockholder Option Shares set forth in Schedule B opposite the name of such Selling Stockholder bears to the total number of Selling Stockholder Option Shares. If any Company Option Shares are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Company Option Shares (subject to such adjustments to eliminate fractional shares). The Fund also agrees, subject shares as you may determine) that bears the same proportion to the terms and conditions total number of Company Option Shares to be purchased as the number of Firm Shares set forth herein, on Schedule A opposite the name of such Underwriter bears to the total number of Firms Shares and (ii) the Company agrees to sell the Company Option Shares to the Investment Manager, and, upon the basis Underwrites as aforesaid. You may cancel any of the representationsoptions at any time prior to its expiration by giving written notice of such cancellation to the Company or, warranties and agreements of the Fund contained hereinas applicable, the Investment Manager shall have Selling Stockholders (with a copy to the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares"Company).

Sale and Purchase. Upon the basis of the warranties and representations and subject (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, (i) the Fund Company agrees to sell to the purchasers procured by each of the International Underwriters or its Affiliates or failing which, to the International Underwriters or their respective Underwriters Affiliates, and each of the UnderwritersInternational Underwriters agrees, severally (and not jointlyjointly or jointly and severally), agrees to procure purchasers for, or failing which, to purchase itself or through its Affiliates from the Fund Company at an offer price per International Offer Share of HK$6.24 (the aggregate “Offer Price”), the number of Firm Shares as set forth opposite the name of such International Underwriter set forth in Schedule A attached I hereto in each case at a purchase price (subject to any reallocation by the Sole Global Coordinator of $14.325 per Share. The Fund is advised that Offer Shares between the Underwriters intend (iInternational Offering and the Hong Kong Public Offering) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants event and to the several extent that the International Underwriters shall, at their election, exercise the option to purchasepurchase Option Shares as provided in Section 2(b) hereof, the Company agrees to sell to the purchasers procured by the International Underwriters or failing which to the International Underwriters or their respective Affiliates, and upon the basis each of the warranties International Underwriters agrees, severally (and representations not jointly or jointly and subject severally), to the terms and conditions herein set forth, the Underwriters shall have the right procure purchasers to purchase, severally and not jointlyor failing which, to purchase from the FundCompany at the Offer Price, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than (to be adjusted by the tenth business day after Sole Global Coordinator on behalf of the date on which the option shall have been exercised. The International Underwriters) so as to eliminate fractional shares) determined by multiplying such number of Additional Option Shares to be sold to each Underwriter shall be by a fraction, the number numerator of which bears is the same proportion to the aggregate maximum number of Additional Option Shares being purchased that such International Underwriter is entitled to purchase as the number of Firm Shares set forth opposite the name of such International Underwriter on in Schedule A I hereto bears to and the total denominator of which is the maximum number of Firm Option Shares that all of the International Underwriters are entitled to purchase hereunder (subject, in each case, subject to such adjustment as you may determine to eliminate fractional sharesany reallocation by the Sole Global Coordinator of Offer Shares between the International Offering and the Hong Kong Public Offering). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the adjustment in accordance with Section 9 hereof. The right to purchase the Option Shares or any portion thereof may be exercised from time to time and to the Fund, extent not previously exercised may be surrendered and terminated at any time upon written notice by the same Sole Global Coordinator to the Company. The obligation of the International Underwriters to purchase price per share as International Offer Shares pursuant to this Section 2(a) is subject to the Underwriters shall pay for reallocation by the Additional Shares, up to an aggregate Sole Global Coordinator of 1,000 Offer Shares (between the "Investment Manager Shares")International Offering and the Hong Kong Public Offering.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to sell issue and sell, and the Selling Stockholder agrees to sell, severally and not jointly, to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company and the aggregate Selling Stockholder, the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) that bears the same proportion to the number of Firm Shares to be sold by the Company or by the Selling Stockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 10 hereof, in each case at a purchase price of $14.325 ______ per Share. The Fund is Company and the Selling Stockholder are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Selling Stockholder hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundSelling Stockholder, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company and the Selling Stockholder for the Firm Shares. This option may be exercised by you UBS Securities LLC (“UBS”) and Deutsche Bank Securities Inc. (“Deutsche Bank”) on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time “additional time of Purchase"purchase”); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The At any additional time of purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Stockholder agrees to sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Additional Shares to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Shares being purchased at such additional time of purchase as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 10 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 20.00 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement Effective Time as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share Share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you the Managing Representative on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“Additional Time of Purchase"Shares Closing Time”); provided, however, that the Additional Shares Closing Time of Purchase shall not be earlier than the Firm Shares Closing Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercisedof such notice. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon On the basis of the representations, warranties and representations and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Fund Company agrees to issue and sell an aggregate of [______] Firm Shares to the respective Underwriters and each of (ii) the UnderwritersSelling Stockholders, severally and not jointly, agrees agree to purchase from sell an aggregate of 1,100,000 Firm Shares to the Fund Underwriters, each Selling Stockholder selling the aggregate number of Firm Shares set forth opposite the name of such Selling Stockholders on Schedule A hereto and (iii) each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders on the pricing terms set forth in Schedule A attached hereto in each case at a purchase price of $14.325 per Sharehereto. The Fund is Company and the Selling Stockholders have been advised that by the Underwriters intend (i) that they propose to make a public offering of their respective portions of the Firm Shares as soon after the this Agreement has become effective date of the Registration Statement as in their judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determineadvisable. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations, warranties and representations agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of themCompany, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Option Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm SharesShares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth (30th) day following the date hereof, by written notice from the Representative to the FundCompany, which notice may be electronic (“Option Shares Notice”). Such notice The Option Shares Notice shall set forth the aggregate number of Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"“Option Closing Date”); provided, however, that the Additional Time of Purchase Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Time of Purchase (as defined below) Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor no later than the tenth (10th) business day after the date on which of the option shall have been exercisedOption Shares Notice. The number As of Additional Shares to be sold to each Underwriter shall be the number which bears Option Closing Date, the same proportion Company will issue and sell to the aggregate number of Additional Shares being purchased as Underwriters, and the Underwriters will purchase, the number of Firm Option Shares set forth opposite in the name of such Underwriter on Schedule A hereto bears to the total number of Firm Option Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")Notice.

Sale and Purchase. Upon the basis of the warranties and representations and subject to the other terms and conditions herein set forth, the Fund Company agrees to sell to the respective Underwriters Initial Purchasers and each of the UnderwritersInitial Purchasers, severally and not jointly, agrees to purchase from the Fund Company, the aggregate number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter Initial Purchaser in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions 97% of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determineprincipal amount thereof. In addition, the Fund Company hereby grants to the several Underwriters Initial Purchasers the option to purchase, and upon the basis of the representations and warranties and representations and subject to the other terms and conditions herein set forth, the Underwriters Initial Purchasers shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number aggregate principal amount of Firm Shares Notes to be purchased by each of them, all or a portion of the Additional Shares Notes as may be necessary to cover over-allotments overallotments made in connection with the offering of the Firm SharesNotes, at the same a purchase price per share to be paid by of 97% of the Underwriters principal amount thereof, plus accrued interest, if any, from March 30, 1998 to the Fund for the Firm Sharesadditional time of purchase (as hereinafter defined). This option may be exercised by you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany. Such notice shall set forth the aggregate number principal amount of Additional Shares Notes as to which the option is being exercised, and the date and time when the Additional Shares Notes are to be delivered (such date and time being herein referred to as the "Additional Time additional time of Purchase"purchase); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day day1 after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number principal amount of Additional Shares Notes to be sold to each Underwriter Initial Purchaser shall be equal to the number principal amount of Notes which bears the same proportion to the aggregate number principal amount of Additional Shares Notes being purchased as the number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter Initial Purchaser on Schedule A hereto bears to the total number aggregate principal amount of Firm Shares Notes (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis Notes not in multiples of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares"$1,000).

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company, the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in each case accordance with Section 10 hereof, at a purchase price of $14.325 _______ per Shareshare. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the ProspectusProspectus which is referred to below. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option The Over-Allotment Option may be exercised by you _______, _______ and _______ (the “Managers”) on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus which is referred to below, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Managers may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 10 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 [ ] per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time additional time of Purchase"purchase); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to each Underwriter, and, upon the respective Underwriters and each basis of the Underwritersrepresentations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto (subject to adjustment in each case accordance with Section 8 hereof) at a purchase price of $14.325 19.62875 per share (the “Purchase Price Per Share”). The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations, warranties and representations agreements of the Company and subject to all the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm SharesPurchase Price Per Share. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time “additional time of Purchase"purchase”); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth As used herein, to sell to “business day” shall mean a day on which the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares New York Stock Exchange (the "Investment Manager Shares")“NYSE”) is open for trading.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number principal amount of Firm Shares Initial Securities set forth opposite the name of such Underwriter in Schedule A I attached hereto hereto, subject to such other principal amount of additional Initial Securities which such Underwriter may be obligated to purchase in accordance with Section 9 hereof, in each case at a purchase price of $14.325 per Share96.875% of the aggregate principal amount. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Initial Securities as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares Initial Securities upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number principal amount of Firm Shares Initial Securities to be purchased by each of them, all or a portion of the Additional Shares Option Securities as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesInitial Securities, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm SharesInitial Securities (without giving effect to any accrued interest from the time of purchase to the applicable additional time of purchase, each as defined below). This option may be exercised by you Ladenburg on behalf of the several Underwriters at any time and from time to time on one or more occasions on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number principal amount of Additional Shares Option Securities as to which the option is being exercised, and the date and time when the Additional Shares Option Securities are to be delivered (such date and time being herein referred to as the "Additional Time “additional time of Purchase"purchase”); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number principal amount of Additional Shares Option Securities to be sold to each Underwriter shall be the number principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Option Securities being purchased as the number principal amount of Firm Shares Initial Securities set forth opposite the name of such Underwriter on Schedule A I hereto bears to the total number principal amount of Firm Shares Initial Securities (subject, in each case, to such adjustment as you may determine to eliminate any sales or purchases of fractional sharessecurities). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis plus any additional principal amount of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right Option Securities which such Underwriter may become obligated to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")in accordance with Section 9 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 [·] per ShareShare (the “Purchase Price”). The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement Effective Time as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forthforth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price Purchase Price less an amount per share Share equal to be paid any dividends or distributions declared by the Underwriters to the Fund for paid and payable on the Firm Shares, but not payable on the Additional Shares. This option may be exercised by you the Managing Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be paid for and delivered (such date and time being herein referred to as the "“Additional Time of Purchase"Shares Closing Time”); provided, however, that the Additional Shares Closing Time of Purchase shall not be earlier than the Firm Shares Closing Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised before the Firm Shares Closing Time, the Additional Shares Closing Time shall be the same as the Firm Shares Closing Time. The number of Additional Shares to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Shares being purchased at the applicable Additional Shares Closing Time as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share shares as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares"Managing Representatives may determine).

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto in each case at a purchase price of $14.325 $ per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time additional time of Purchase"purchase); providedPROVIDED, howeverHOWEVER, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day day1 after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to ------------------------------ 1 As used herein "business day" shall mean a day on which the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay New York Stock Exchange is open for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")trading.

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 19.10 per ShareShare (the “Purchase Price”). The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement Effective Time as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price Purchase Price less an amount per share Share equal to be paid any dividends or distributions declared by the Underwriters to the Fund for and paid or payable on the Firm Shares but not payable on the Additional Shares. This option may be exercised by you the Managing Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“Additional Time of Purchase"Shares Closing Time”); provided, however, that the Additional Shares Closing Time of Purchase shall not be earlier than the Firm Shares Closing Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised exercised, nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased at the Additional Shares Closing Time as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Managing Representatives may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A I attached hereto hereto, subject to such other number of additional Firm Shares which such Underwriter may be obligated to purchase in accordance with Section 9 hereof, in each case at a purchase price of $14.325 14.40 per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you Xxxxxxx Xxxxx on behalf of the several Underwriters at any time and from time to time on one or more occasions on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time “additional time of Purchase"purchase”); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A I hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis plus any additional number of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right Additional Shares which such Underwriter may become obligated to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")in accordance with Section 9 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, acting severally and not jointly, agrees agree to purchase from the Fund Company the aggregate number of Firm Shares in the respective amounts set forth opposite the name of such Underwriter in on Schedule A attached hereto in each case at a purchase price of $14.325 8.505 per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Representatives deem advisable after the effective date of the Registration Statement as is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time “additional time of Purchase"purchase”); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Partnership agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Partnership the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 19.6088 per ShareUnit. The Fund Partnership is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement and the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundPartnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same purchase price per share unit to be paid by the Underwriters to the Fund Partnership for the Firm SharesUnits. This option The Over-Allotment Option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundPartnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional sharesUnits). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule SCHEDULE A attached hereto hereto, subject to adjustment in accordance with Section 9 hereof, in each case at a purchase price of $14.325 16.25 per ShareShare (the "PURCHASE PRICE"). The Fund Company is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the "OVER-ALLOTMENT OPTION") to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share Purchase Price to be paid by the Underwriters to the Fund Company for the Firm Shares. This option The Over-Allotment Option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus Supplement, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of PurchaseADDITIONAL TIME OF PURCHASE"); providedPROVIDED, howeverHOWEVER, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule SCHEDULE A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 9 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 10 hereof, in each case at a purchase price of $14.325 • per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you may determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option The Over-Allotment Option may be exercised by you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time additional time of Purchase purchase shall not be (i) earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor or (ii) later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 10 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 19.765 per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option The Over-Allotment Option may be exercised by you UBS Securities LLC (“UBS”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus Supplement, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS and Credit Suisse may determine to eliminate fractional sharesShares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell the Firm Shares to the respective Underwriters several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate respective number of Firm Shares (subject to such adjustment as Xxxxxxx Xxxxx may determine to avoid fractional shares) set forth opposite the name of such Underwriter in Schedule A attached annexed hereto in each case at a purchase price of $14.325 l per Share. The Fund Company is advised by Xxxxxxx Xxxxx that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Underwriters deem advisable after the effective date of the Registration Statement as is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, Company ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as Xxxxxxx Xxxxx shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you Xxxxxxx Xxxxx on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany. Such Each such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time an additional time of Purchase purchase shall not be (i) earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor or (ii) later than the tenth business day Business Day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").number

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund Trust agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Trust the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, in each case at a purchase price of $14.325 [ ] per Share. The Fund Trust is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Trust hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundTrust, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Trust for the Firm Shares. This option may be exercised by you UBS and Xxxxxxx Xxxxx on behalf of the several Underwriters at any time time, and from time to time time, on or before the forty-fifth day following the date hereof, by written notice to the FundTrust. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); providedPROVIDED, howeverHOWEVER, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day day(1) after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the warranties and representations terms and subject to the terms and conditions herein set forthof this agreement, the Fund Seller shall sell, or procure the sale of the Shares, together with all dividends declared after 31 May 2002, to the Buyer, with effect from Completion free from any Encumbrances and together with all accrued benefits and rights attaching thereto. The Seller waives or agrees to sell procure the waiver of any rights or restrictions conferred upon it or any other person which may exist in relation to the respective Underwriters and each Shares whether under the constitutional documents of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per ShareCompanies. The Fund is advised that consideration for the Underwriters intend (i) to make a public offering of their respective portions sale and purchase of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and shall (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably adjustment in accordance with clauses 2 and 5 of this agreement) be the number net total of Firm Shares L65 million pounds sterling as adjusted by Total Net Debt and Intra-Group Indebtedness ("Consideration"). One business day prior to be purchased by each of themthe Completion Date, all or the Seller (without liability) shall provide to the Buyer a portion written estimate, together with such evidence (if any) as it may have in support, of the Additional Shares as may be necessary to cover overDebt, the Cash, the Intra-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, Group Receivables and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subjectIntra-Group Payables, in each case, as at the close of business on the Completion Date. On Completion, the Buyer shall pay to the Seller in cash for value on the Completion Date by wire transfer of immediately available funds to the Seller's Solicitor's client account the net total of: L65 million pounds sterling; and the amount of Estimated Total Net Debt; and the amount of Estimated Intra-Group Indebtedness. On Completion if the Estimated Intra-Group Indebtedness is negative the Buyer shall procure for value on the Completion Date the payment by the Group of the Estimated Intra-Group Indebtedness. On Completion if the Estimated Intra-Group Indebtedness is positive the Seller shall procure for value on the Completion Date the payment by the Seller's Group of the Estimated Intra-Group Indebtedness. If the net total of the Debt and Cash ("the Aggregate Amount") is less than nil, then to the extent that the same has not been satisfied at Completion by the adjustment at 2.5(b) above, the Seller shall make a payment to the Buyer (such adjustment as you may determine payment being the "Adjustment Payment" for the purposes of this clause) together with interest on the amount to eliminate fractional shares)be paid at the Agreed Rate from time to time from Completion until the date of actual payment, of the amount equal to the deficit within five business days of the agreement or determination in accordance with clause 5 of this agreement of the Cash and Debt in the Statement. The Fund also agrees, subject Adjustment Payment shall be treated as a reduction in the Consideration and shall be paid by means of telegraphic transfer of immediately available funds to the terms Buyer's Account. If the net total of the Debt and conditions set forth hereinCash ("the Aggregate Amount") is less than nil, then to the extent that the same has been more than satisfied at Completion by the adjustment at 2.5(b) above , the Buyer shall make a payment to the Seller (such payment being the "Adjustment Payment" for the purposes of this clause) together with interest on the amount to be paid at the Agreed Rate from time to time from Completion until the date of actual payment, of the amount equal to the deficit within five business days of the agreement or determination in accordance with clause 5 of this agreement of the Cash and Debt in the Statement. The Adjustment Payment shall be treated as a reduction in the Consideration and shall be paid by means of telegraphic transfer of immediately available funds to the Buyer's Account. If the net total of the Debt and Cash ("the Aggregate Amount") is greater than nil, to sell the extent that the same has not been satisfied at Completion by the adjustment in 2.5(b) above, the Buyer shall repay the amount of excess Cash to the Investment Manager, and, upon the basis Seller within five business days of the representations, warranties and agreements determination in accordance with clause 5 of this agreement of the Fund contained hereinCash and Debt in the Statement, by means of telegraphic transfer of immediately available funds to the Seller's Account and for the avoidance of doubt, the Investment Manager repayment of any Cash amount by the Buyer to the Seller shall have be treated as an increase in the right Consideration. If the net total of the Debt and Cash ("the Aggregate Amount") is greater than nil, to purchase the extent that the same has been more than satisfied at Completion by the adjustment in 2.5(b) above, the Seller shall repay the amount of excess Cash to the Buyer within five business days of the determination in accordance with clause 5 of this agreement of the Cash and Debt in the Statement, by means of telegraphic transfer of immediately available funds to the Seller's Account and for the avoidance of doubt, the repayment of any Cash amount by the Buyer to the Seller shall be treated as an increase in the Consideration. In the event that the Intra-Group Payables exceed the Intra-Group Receivables, if and to the extent the net amount of the Intra-Group Payables less the Intra-Group Receivables is greater than the net amount of the Estimated Intra-Group Payables less the Estimated Intra-Group Receivables, the Buyer shall procure the payment by the relevant members of the Group (or will pay itself as agent for the relevant members of the Group) an amount equal to the difference between the two sums by way of telegraphic transfer to the Seller's Account in discharge of the net amounts due to the relevant members of the Seller's Group (together with interest thereon at the Agreed Rate for the period from the FundCompletion Date to the actual payment date) against and only at such time as payment is made by the Seller to the Buyer by way of telegraphic transfer to the Buyer's Account of an amount equal thereto (which latter payment shall take effect as an adjustment to the Consideration paid pursuant to clause 2.3); In the event that the Intra-Group Payables exceed the Intra-Group Receivables, if and to the extent the net amount of the Intra-Group Payables less the Intra-Group Receivables is less than the net amount of the Estimated Intra-Group Payables less the Estimated Intra-Group Receivables, the Seller shall procure the payment by the relevant members of the Seller's Group (or will pay itself as agent for the relevant members of the Seller's Group) an amount equal to the difference between the two sums by way of telegraphic transfer to the Buyer's Account in discharge of the net amounts due to the relevant members of the Group (together with interest thereon at the same purchase price per share as the Underwriters shall pay Agreed Rate for the Additional Sharesperiod from the Completion Date to the actual payment date) against and only at such payment is made by the Buyer to the Seller by way of telegraphic transfer to the Seller's Account of an amount equal thereto (which latter payment shall take effect as an adjustment to the Consideration paid pursuant to clause 2.3); In the event that the Intra-Group Receivables exceed the Intra-Group Payables, up if and to the extent the net amount of the Intra-Group Receivables less the Intra-Group Payables exceed the net amount of the Estimated Intra-Group Receivables less the Estimated Intra-Group Payables, the Seller shall procure the payment by the relevant members of the Seller's Group (or will pay itself as agent for the relevant members of the Seller's Group) an aggregate amount equal to the difference between the two sums by way of 1,000 Shares telegraphic transfer to the Buyer's Account in discharge of the net amounts due to the relevant members of the Group (together with interest thereon at the "Investment Manager Shares"Agreed Rate for the period from the Completion Date to the actual payment date) against and only at such time as payment by the Buyer to the Seller by way of telegraphic transfer to the Seller's Account of an amount equal thereto (which latter payment shall take effect as an adjustment to the Consideration paid pursuant to clause 2.3); In the event that the Intra-Group Receivables exceed the Intra-Group Payables, if and to the extent the net amount of the Intra-Group Receivables less the Intra-Group Payables is less than the net amount of the Estimated Intra-Group Receivables less the Estimated Intra-Group Payables, the Buyer shall procure the payment by the relevant members of the Group (or will pay itself as agent for the relevant members of the Group) an amount equal to the difference between the two sums by way of telegraphic transfer to the Seller's Account in discharge of the net amounts due to the relevant members of the Seller's Group (together with interest thereon at the Agreed Rate for the period from the Completion Date to the actual payment date) against and only at such time as payment is made by the Seller to the Buyer by way of telegraphic transfer to the Buyer's Account of an amount equal thereto (which latter payment shall take effect as an adjustment to the Consideration paid pursuant to clause 2.3).

Sale and Purchase. Upon On the basis of the representations and warranties and representations herein and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to each Underwriter and, upon the respective Underwriters and each basis of the Underwritersrepresentations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, agrees to purchase from the Fund Company, at a purchase price of $7.36 per Share (the aggregate “purchase price per share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto (or such number of Firm Shares increased as set forth in each case at a purchase price of $14.325 per ShareSection 8 hereof). The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations, warranties and representations agreements of the Company and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth 30th day following the date hereof, hereof by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time “additional time of Purchase"purchase”); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day day(1) after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine solely to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company, the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 10 hereof, in each case at a purchase price of $14.325 17.76 per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option The Over-Allotment Option may be exercised by you UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 10 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 7.273375 per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option The Over-Allotment Option may be exercised by you UBS Securities LLC (“UBS”) and CIBC World Markets Corp. (“CIBC”) on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus Supplement, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS and CIBC may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 [ ] per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time “additional time of Purchase"purchase”); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day day1 after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, (a) the Fund Company agrees to issue and sell to each of the respective Underwriters Underwriters, and each of the UnderwritersUnderwriters agrees, severally and not jointly, agrees to purchase from the Fund Company, at a purchase price of $11.186 per Share, the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule A attached I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company hereunder, provided, however, that with respect to any of the 1,452,885 Firm Shares allocated by the Underwriters for sale to Amgen Inc. and actually purchased by Amgen Inc., the purchase price is to be $11.781 per Share, and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per Share set forth above in this Section 1, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder, in each case at a purchase price of $14.325 per Sharesubject to adjustment in accordance with Section 8 hereof. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund The Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchasepurchase at their election up to 900,000 Optional Shares, severally and not jointlyat the purchase price per Share set forth in this Section 1, from for the Fund, ratably sole purpose of covering sales of shares in accordance with excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be purchased sold by each of them, all or a portion of the Additional Company. Any such election to purchase Optional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Sharesexercised, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereoftime, only by written notice from you to the Fund. Such notice shall set Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Additional Optional Shares as to which the option is being exercised, be purchased and the date and time when the Additional on which such Optional Shares are to be delivered (such date and time being herein referred to as the "Additional Time “additional time of Purchase"purchase”); provided, however, that the Additional Time of Purchase shall not be as determined by you but in no event earlier than the Time time of Purchase purchase (as defined below) nor or, unless you and the Company otherwise agree in writing, earlier than the second two or later than ten business day days after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")notice.

Sale and Purchase. Upon the basis of the warranties and ----------------- representations and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto bears to the total number of Firm Shares to be sold by the Company, in each case at a purchase price of $14.325 [ ] per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-over- allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time additional time of Purchase"purchase); provided, however, that the Additional Time additional time of Purchase purchase shall not be -------- ------- earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day day/1/ after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the warranties and representations ----------------- and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 __________ per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-over- allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier -------- ------- than the Time of Purchase (as defined below) nor earlier than the second business day day/1/ after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 [ ] per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time “additional time of Purchase"purchase”); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase Table of Contents purchase (as defined below) nor earlier than the second business day day1 after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees Selling Unitholders agree to sell sell, severally and not jointly, to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Selling Unitholders the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 10 hereof, in each case at a purchase price of $14.325 26.93 per ShareUnit. The Fund is Partnership and the Selling Unitholders are advised by the Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date effectiveness of this Agreement as in the Registration Statement as Representative’s judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. The Underwriters Representative may from time to time increase or decrease the public offering price after the initial public offering to such extent as they it may determine. In addition, the Fund Selling Unitholders hereby grants grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundSelling Unitholders, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same purchase price per share Common Unit to be paid by the Underwriters to the Fund Selling Unitholders for the Firm SharesUnits. This option The Over-Allotment Option may be exercised by you the Representative on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus Supplement, by written notice to the FundPartnership and the Selling Unitholders. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you the Representative may determine to eliminate fractional sharesunits). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 10 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and subject Subject to the terms and conditions herein set forthof this Agreement and in consideration of the full payment of the Purchase Price to the Selling Subsidiaries, the Fund agrees to Selling Subsidiaries shall sell to the respective Underwriters Purchaser, and the Purchaser shall purchase from the Selling Subsidiaries, the Shares, free and clear of all Liens, as well as all rights attaching to the Shares, provided however that the double voting right attached to each of the UnderwritersShares will be cancelled upon transfer of the Shares to the Purchaser in accordance with the by-laws of the Company. It is agreed that the rights attaching to the Shares include, severally without limitation, the right to receive all dividends and distributions declared, made and/or paid on or after the Closing Date, provided however that the Purchaser shall not be entitled to the additional cash dividend to be declared and paid by the Company in accordance with Section 5.1.2. Title to the Shares will be transferred to the Purchaser only upon full payment of the Purchase Price to the Selling Subsidiaries or as otherwise agreed between the Purchaser and the Parent. The Parent and the Selling Subsidiaries expressly acknowledge and agree that the sale of all of the Shares pursuant hereto, when added to the sale of the Management Shares, will, in the aggregate, confer to the Purchaser upon completion of the Transaction on the Closing Date at least 50.01% of the share capital and voting rights of, the Company on a fully diluted basis (i.e. assuming all stock options giving right to newly issued shares of the Company are exercised and not jointlyincluding any potential dilution in connection with restricted stock (actions gratuites), agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon on the basis of the warranties last monthly publication of voting rights made by the Company), and representations that the foregoing is an essential condition for the Purchaser, which shall be entitled to refuse to fulfill its obligations hereunder in the event that the Shares and subject the Management Shares do not, in the aggregate, confer to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion Purchaser upon completion of the Additional Shares as may be necessary to cover over-allotments made Transaction on the Closing Date at least 50.01% in connection with the offering share capital and voting rights of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you Company on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")fully diluted basis.

Sale and Purchase. Upon the basis of the warranties and representations and subject (a) Subject to the terms and conditions herein set forthhereof, the Fund Company hereby agrees to issue and sell to the respective Underwriters Purchaser, and each of the Underwriters, severally and not jointly, Purchaser agrees to purchase from the Fund Company a maximum of $160,000,000 aggregate principal amount of the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at Initial Notes for a maximum purchase price of $14.325 per Share160,000,000 (the "PURCHASE PRICE") in accordance with the terms hereof. The Fund is advised that the Underwriters intend (i) to make Initial Notes will be issued in a public offering series of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may tranches from time to time increase or decrease the public offering price after the initial public offering in an aggregate amount not to such extent exceed $160,000,000 and as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchasefurther specified herein, and upon the basis of delivery by the warranties and representations and subject Company to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number Purchaser of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase Funding Notice (as defined below) nor earlier than for each applicable tranche. Subject to the second business day after satisfaction or waiver of the date on which conditions specified in Article V, the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number first tranche, consisting of Additional Shares to be sold to each Underwriter $17,300,000 principal amount of Initial Notes, shall be issued at the number which bears the same proportion First Closing (as defined below). Subject to the aggregate number delivery of Additional Shares being purchased a Funding Notice (as defined below) by the number Company, Section 1.1(d), and the satisfaction or waiver of Firm Shares set forth opposite the name applicable conditions specified in Article V, each subsequent tranche of such Underwriter on Schedule A hereto bears to Initial Notes shall be issued at the total number of Firm Shares Subsequent Closing (subject, as defined below) specified in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the applicable Funding Notice in accordance with the terms and conditions set forth herein; PROVIDED, that (i) no Initial Notes shall be issued and AOLTW shall have no obligation to sell purchase or cause the Purchaser to purchase any Initial Notes after December 31, 2002, (ii) there shall be no more than one subsequent tranche of Initial Notes in any one calendar month, (iii) each subsequent tranche of Initial Notes shall consist of no less than $10,000,000 principal amount of Initial Notes, and (iv) at no time shall the Investment Manager, and, upon the basis aggregate principal amount of Initial Notes issued as of the representations, warranties First Closing and agreements of thereafter exceed the Fund contained herein, maximum aggregate principal amount specified in the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay following table for the Additional Sharesapplicable funding period (each, up to an aggregate of 1,000 Shares (the a "Investment Manager SharesFUNDING PERIOD")., as adjusted pursuant to Section 1.1(d) hereof: TABLE 1 SUBSEQUENT TRANCHES ------------------------------------------------------------------------------------ ----------------------------- MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF INITIAL NOTES TO BE FUNDING PERIOD ISSUED ------------------------------------------------------------------------------------ ----------------------------- First Closing to and including March 31, 2002 $17,300,000 ------------------------------------------------------------------------------------ ----------------------------- On and after April 1, 2002 to and including June 30, 2002 $86,800,000 ------------------------------------------------------------------------------------ ----------------------------- On and after July 1, 2002 to and including September 30, 2002 $124,900,000 ------------------------------------------------------------------------------------ ----------------------------- On and after October 1, 2002 to and including December 31, 2002 $160,000,000 ------------------------------------------------------------------------------------ -----------------------------

Sale and Purchase. Upon the basis of the warranties and ----------------- representations and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 _____ per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-over- allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of PurchaseClosing Date"); provided, however, that the Additional Time of Purchase Closing Date shall not be -------- ------- earlier than the Time of Purchase Closing Date (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in each case at a accordance with Section 7 hereof, for the aggregate purchase price set forth opposite the name of $14.325 per Sharesuch Underwriter in Schedule A hereto. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Securities as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares Securities to be purchased by each of them, all or a portion of the Additional Shares as may be necessary Securities set forth opposite the name of such Underwriter in Schedule B hereto at a purchase price of U.S.$58.77000 per ADS less an amount per share equal to cover over-allotments made in connection with any dividends or distributions declared by the offering of Company and payable on the Firm Shares, at Securities but not on the same purchase price per share to be paid by the Underwriters to the Fund for the Firm SharesAdditional Securities. This option The Option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof this Agreement, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares Securities as to which the option Option is being exercised, exercised and the date and time when the Additional Shares Securities are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined in Section 2 below) nor nor, unless you and the Company otherwise agree in writing, except with respect to any Additional Securities to be purchased at the “time of purchase,” earlier than the second business day after the date on which the option Option shall have been exercised exercised, nor later than the tenth business day after the date on which the option Option shall have been exercised. The number of Additional Shares Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Securities being purchased as the number of Firm Shares Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (Securities subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares)shares and subject to adjustment in accordance with Section 7 hereof. The Fund also agrees, subject Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of Underwriters and that any such affiliate may offer and sell Securities purchased by it to or through the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained hereinUnderwriters. In addition, the Investment Manager Company agrees that it shall have the right to purchase from the Fundpay, at the same time of purchase price per share (as defined herein), to the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares a special structuring fee (the "Investment Manager Shares")“Special Structuring Fee”) of $1,099,149.90.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 [ ] per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determineProspectuses. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option The Over-Allotment Option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectuses, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor nor, without the consent of the Company (not to be unreasonably withheld, conditioned or delayed), earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate respective number of Firm Shares (subject to such adjustment as UBS Securities LLC (“UBS”) may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 13.8779 per Share. The Fund is Transaction Entities are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, Company ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option The Over-Allotment Option may be exercised by you UBS on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus Supplement, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund Trust agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Trust the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 $ [ ] per Share. The Fund Trust is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Trust hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundTrust, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Trust for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time time, and from time to time time, on or before the forty-fifth day following the date hereof, by written notice to the FundTrust. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); providedPROVIDED, howeverHOWEVER, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day day(1) after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 10.0275 per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. Upon the authorization by the Company of the release of the Firm Shares, the several Underwriters agree to offer the Firm Shares for sale in accordance with the terms and conditions set forth in the Prospectus. In addition, the Fund Company hereby grants to the several Underwriters the option to purchasepurchase Additional Shares (the “Option”), and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option The Option may be exercised by you Xxxxxxx, Xxxxx & Co. (“Xxxxxxx, Sachs”) on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus Supplement, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Option shall have been exercised nor later than the tenth fifth business day after the date on which the option Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you Xxxxxxx, Xxxxx may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and ----------------- warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 ____ per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time additional time of Purchase"purchase); provided, however, that -------- ------- the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day day/1/ after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate respective number of Firm Shares (subject to such adjustment as UBS may determine to avoid fractional shares) set forth opposite the name of such Underwriter in Schedule A attached annexed hereto in each case at a purchase price of $14.325 6.8875 per Share. The Fund Company is advised by UBS that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Underwriters deem advisable after the effective date of the Registration Statement as is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, Company ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as UBS may determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you UBS on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein hereinafter referred to as the "Additional Time “additional time of Purchase"purchase”); provided, however, that the Additional Time additional time of Purchase purchase shall not be (i) earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor or (ii) later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 20.00 per ShareShare (the “Purchase Price”). The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement Effective Time as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forthforth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price Purchase Price less an amount per share Share equal to be paid any dividends or distributions declared by the Underwriters to the Fund for paid and payable on the Firm Shares, but not payable on the Additional Shares. This option may be exercised by you the Managing Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be paid for and delivered (such date and time being herein referred to as the "“Additional Time of Purchase"Shares Closing Time”); provided, however, that the Additional Shares Closing Time of Purchase shall not be earlier than the Firm Shares Closing Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor no later than the tenth business day after the date on which the option shall have been exercisedof such notice. The number of Additional Shares to be sold to each Underwriter at each Additional Shares Closing Time shall be the number which that bears the same proportion to the aggregate number of Additional Shares being purchased by the Underwriters at such Additional Shares Closing Time as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share shares as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares"Managing Representatives may determine).

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees Underwriters agree to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 4.4175 per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto in each case at a purchase price of $14.325 ____ per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Selling Stockholder hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundSelling Stockholder, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth 30th day following the date hereof, hereof by written notice to the FundCompany and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time additional time of Purchase"purchase); providedPROVIDED, howeverHOWEVER, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day day(1) after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay [MAY NEED TO ADJUST THE FOLLOWING BASED ON THE TYPE OF SECURITY HELD BY THE SELLING STOCKHOLDER] Certificates in transferable form for the Additional Shares, up to an aggregate of 1,000 Shares or agreements evidencing options (the "Investment Manager SharesOptions") exercisable for such Additional Shares together with duly executed irrevocable exercise notices and certified or official bank checks in payment of the exercise price, or certificates evidencing convertible debentures (the "Debentures") convertible for such Additional Shares together with duly executed irrevocable conversion notices, that each of the Selling Stockholder agrees to sell pursuant to this Agreement have been placed in custody with ________________ (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholder appointing _______________________________ and ____________________________ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). The Selling Stockholder agrees that (i) the Additional Shares represented by the certificates, or the Options exercisable for or Debentures convertible for such Additional Shares, held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters and the Company, (ii) the arrangements made by the Selling Stockholder for such custody are, except as specifically provided in the Custody Agreement, irrevocable and (iii) the obligations of the Selling Stockholder hereunder and under the Custody Agreement shall not be terminated by any act of the Selling Stockholder, by operation of law, by dissolution or by the occurrence of any other event. If the Selling Stockholder shall die or be incapacitated or if any of the other events referred to in the immediately preceding sentence should occur, or any other event should occur, before the delivery of the Additional Shares hereunder, certificates for the Additional Shares to be sold by the Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the ------------------ 1 As used herein "business day" shall mean a day on which the New York Stock Exchange is open for trading. Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact represents that he is authorized, on behalf of the Selling Stockholder, to execute this Agreement and any other documents necessary or desirable in connection with the exercise of the Options or conversion of the Debentures deposited under the Custody Agreement and the sale of the Additional Shares to be sold hereunder by the Selling Stockholder, to provide for the payment to the Company of the exercise price in respect of any Additional Shares issued upon the exercise of the Options deposited under the Custody Agreement, to make delivery of the certificates for such Additional Shares, to receive the proceeds of the sale of such Additional Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by the Selling Stockholder in connection with the sale and public offering of such Additional Shares, to distribute the balance thereof to the Selling Stockholder, and to take such other actions as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 ____ per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time time, but not more than once, on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time additional time of Purchase"purchase); providedPROVIDED, howeverHOWEVER, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day day(1) after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 [ ] per ShareShare (the “Purchase Price”). The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement Effective Time as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forthforth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price Purchase Price less an amount per share Share equal to be paid any dividends or distributions declared by the Underwriters to the Fund for paid and payable on the Firm Shares, but not payable on the Additional Shares. This option may be exercised by you the Managing Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be paid for and delivered (such date and time being herein referred to as the "“Additional Time of Purchase"Shares Closing Time”); provided, however, that the Additional Shares Closing Time of Purchase shall not be earlier than the Firm Shares Closing Time of Purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the tenth (10th) business day after the date on which the option shall have been exercisedof such notice. The number of Additional Shares to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share shares as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares"Managing Representatives may determine).

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 [●] per ShareShare (the “Purchase Price”). The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement Effective Time as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forthforth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price Purchase Price less an amount per share Share equal to be paid any dividends or distributions declared by the Underwriters to the Fund for paid and payable on the Firm Shares, but not payable on the Additional Shares. This option may be exercised by you the Managing Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be paid for and delivered (such date and time being herein referred to as the "“Additional Time of Purchase"Shares Closing Time”); provided, however, that the Additional Shares Closing Time of Purchase shall not be earlier than the Firm Shares Closing Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor no later than the tenth business day after the date on which the option shall have been exercisedof such notice. The number of Additional Shares to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share shares as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares"Representatives may determine).

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the other terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions 97.375% of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determineprincipal amount thereof. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number aggregate principal amount of Firm Shares Notes to be purchased by each of them, all or a portion of the Additional Shares Notes as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesNotes, at the same purchase price per share Purchase Price, plus accrued interest, if any, from the “time of purchase” (as hereinafter defined) to the “additional time of purchase” (as hereinafter defined), such accrued interest to be paid by calculated in the Underwriters to same manner and at the Fund for same rate at which interest accrues on the Firm SharesNotes in accordance with their terms and the terms of the Indenture. This option The Over-Allotment Option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereof, of the Prospectus Supplement by written notice to the FundCompany. Such notice shall set forth the aggregate number principal amount of Additional Shares Notes as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Notes are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number principal amount of Additional Shares Notes to be sold to each Underwriter shall be the number principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Notes being purchased as the number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number aggregate principal amount of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agreesNotes, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 8.695 per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Underwriters’ Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option The Underwriters’ Option may be exercised by you on behalf of the several Underwriters by Jxxxxxxxx LLC (“Jefferies”) at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus Supplement, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Underwriters’ Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Underwriters’ Option shall have been exercised nor later than the tenth business day after the date on which the option Underwriters’ Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you Jefferies may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number Company principal amount of Firm Shares Notes set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 per Share97.375% of the principal amount thereof, plus accrued interest (if any) to the time of purchase (as defined below). The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Notes as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares Notes upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number aggregate principal amount of Firm Shares Notes to be purchased by each of them, all or a portion of the Additional Shares Notes as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesNotes, at the same purchase price per share (expressed as a percentage of the principal amount) to be paid by the Underwriters to the Fund Company for the Firm SharesNotes. This option The Over-Allotment Option may be exercised by you UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time (provided that the Additional Notes shall be issued on or before the forty-fifth thirteenth (13th) day following beginning with, and including, the date hereof, of original issuance of the Firm Notes) by written notice to the FundCompany. Such notice shall set forth the aggregate number principal amount of Additional Shares Notes as to which the option Over-Allotment Option is being exercised, and the date and time when the Additional Shares Notes are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercisedexercised and the Additional Notes shall have been issued within the aforementioned period. The number principal amount of Additional Shares Notes to be sold to each Underwriter shall be the number principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Notes being purchased as the number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number aggregate principal amount of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agreesNotes, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, in each case at a purchase price of $14.325 ___ per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth (30th) day following the date hereof, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time additional time of Purchasepurchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").,

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund Trust agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Trust the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 [ ] per Share. The Fund Trust is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Trust hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations representa- tions and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundTrust, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Trust for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the FundTrust. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon 2.1 On the basis Purchase Date, or as promptly thereafter as practical (but no later than the Delivery Expiry Date), and upon the satisfaction of all of the warranties conditions precedent by the BI Seller in Sections 6 and representations 7 with respect to all of the BI Aircraft then owned by each LIFT Entity (each such date, the "BI TRANSFER DATE" for such LIFT Entity), the Purchaser will purchase from Seller and concurrently therewith, the BI Seller will sell to Purchaser, the Beneficial Interest in such LIFT Entity by delivery to the Purchaser of either an Assignment of the Beneficial Interest in the form of Exhibit A hereto, dated such BI Transfer Date, or certificates (with all required stock transfer tax having been paid) evidencing such Beneficial Interest, conveying to the Purchaser outright and unconditionally all of the BI Seller's right, title and interest in, to and under such Beneficial Interest of such LIFT Entity, including, without limitation, all of the BI Seller's rights as shareholder, member or beneficiary, as the case may be, of such LIFT Entity, any applicable Security Deposit or Maintenance Reserves but excluding any Maintenance Reserves paid to such BI Seller or any of its Affiliates prior to the Purchase Date, together with all other agreements, contracts, documents and instruments evidencing any of such right, title and interest as well as the proceeds of all thereof, in each case free from any Encumbrances other than Permitted Encumbrances (individually or collectively, the "ASSIGNED PROPERTY" for such LIFT Entity) on, and subject to to, the terms and conditions herein set forthcontained in this Agreement; RESERVING, HOWEVER, to such Seller all claims for indemnities payable to such Seller (or the Fund agrees applicable LIFT Entity) under the related Lease(s) in respect of any act or omission or events occurring prior to sell to the respective Underwriters and each later of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable Purchase Date and (ii) initially Delivery Date for such LIFT Entity (the "RETAINED RIGHTS" for the Aircraft relating to offer or for such LIFT Entity). Effective as of the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In additionBI Transfer Date for each LIFT Entity, the Fund hereby grants to the several Underwriters the option to purchaseon, and upon the basis of the warranties and representations and subject to to, the terms and conditions herein set forthcontained in this Agreement, the Underwriters shall have Purchaser agrees to accept the right to purchase, severally and not jointly, assignment of the Assigned Property for such LIFT Entity from the FundBI Seller and assume and undertake all of the duties, ratably in accordance obligations and liabilities of the BI Seller with the number of Firm Shares respect to such Assigned Property arising and to be purchased performed on or after such BI Transfer Date and agrees to be bound by each all the terms of them, and to undertake all or a portion of the Additional Shares duties, obligations and liabilities arising after such BI Transfer Date of the BI Seller with respect to the Assigned Property for such LIFT Entity. Each Purchaser or LIFT Trust-Sub 1 with respect to a Related Right shall take such actions or pursue such claims as may reasonably requested to by the Seller; PROVIDED, (i) all costs incurred by the Purchaser and LIFT Trust-Sub 1 shall be necessary for the Seller's account, (ii) the Seller agrees to cover overindemnify the Purchaser and LIFT Trust-allotments made Sub 1 for any costs or liabilities incurred in connection with the offering such action or pursuit of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf claim and (iii) such action or pursuit of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase claim shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis inconsistent with a Purchaser's or LIFT Trust-Sub 1's obligations under any of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")Operative Documents.

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 23.875 per ShareShare (the “Purchase Price”). The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement Effective Time as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forthforth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price Purchase Price less an amount per share Share equal to be paid any dividends or distributions declared by the Underwriters to the Fund for paid and payable on the Firm Shares, but not payable on the Additional Shares. This option may be exercised by you the Managing Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be paid for and delivered (such date and time being herein referred to as the "“Additional Time of Purchase"Shares Closing Time”); provided, however, that the Additional Shares Closing Time of Purchase shall not be earlier than the Firm Shares Closing Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which of such notice. If the option is exercised before the Firm Shares Closing Time, the Additional Shares Closing Time shall have been exercisedbe the same as the Firm Shares Closing Time. The number of Additional Shares to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share shares as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares"Representatives may determine).

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forthforth herein, the Fund Partnership agrees to issue and sell to the respective Underwriters, the General Partner agrees to cause the Partnership to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Partnership, the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 33.75 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determineUnit. In addition, upon the Fund basis of the representations and warranties and subject to the terms and conditions set forth herein, in the event that the Underwriters sell more Common Units in the Offering than the number of Firm Units, the Partnership hereby grants to the several Underwriters the option to purchase, and upon (the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right “Over-Allotment Option”) to purchase, severally and not jointly, from the FundPartnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Units at the same purchase price per share Unit to be paid by the Underwriters to the Fund Partnership for the Firm SharesUnits. This option The Over-Allotment Option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundPartnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to herein as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined belowin Section 2 hereof) nor nor, if the additional time of purchase is after the time of purchase, earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on in Schedule A attached hereto bears to the total aggregate number of Firm Shares (subjectUnits, in each case, subject to such adjustment adjustments as you the Representatives may determine are necessary to eliminate fractional shares). The Fund also agrees, Units and subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.