Common use of Amendment to the Purchase Agreement Clause in Contracts

Amendment to the Purchase Agreement. Section A of Annex I to the Purchase Agreement shall be amended and restated in its entirety as follows: “there shall have been validly tendered in accordance with the terms of the Offer, and not properly withdrawn, a number of Shares (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee prior to the Expiration Time) that, together with the Shares then owned by Parent or its Affiliates, represents at least eighty percent (80%) of the Company’s issued and outstanding share capital (geplaatst en uitstaand kapitaal), excluding from both the numerator and denominator of such percentage determination any Company Restricted Shares and, for the avoidance of doubt, any Shares held by the Company in treasury, immediately prior to the Expiration Time (the “Minimum Condition”); provided, that if the Minimum Condition is then-unsatisfied, but all other Offer Conditions are then-satisfied or waived (other than any Offer Condition set forth in paragraph (F), (G) or (H) of this Annex I, which does not need to be then-satisfied or waived in order for this proviso to be triggered), and Buyer has extended the Offer on three (3) (or more) occasions in consecutive periods of ten (10) Business Days each in accordance with Section 2.01(e)(ii) of the Agreement, Buyer may in its sole discretion, by written notice to the Company, amend the reference to “eighty percent (80%)” in the foregoing definition of Minimum Condition to “seventy-five percent (75%)”, in which case the reference to “eighty percent (80%)” in the foregoing definition of Minimum Condition shall for all purposes be deemed to be a reference to “seventy-five percent (75%);”

Amendment to the Purchase Agreement. (a) The parties hereto agree that as of the date hereof, Section A 2.1(a) of Annex I to the Purchase Agreement shall be is hereby amended by adding new subsections (iv) and (v) to the end thereof to read as follows: (iv) (A) On August 15, 2022, the Issuer redeemed 47 VMTP Shares and (B) on November 14, 2022, Issuer redeemed 200 VMTP Shares. (v) On or before October 23, 2023, in connection with the Reorganizations, the Issuer issued 822 VMTP Shares to BAPFC." (b) The parties hereto further agree that as of the date hereof, Section 7.15(b) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: “there shall have been validly tendered "The Issuer issuing or suffering to exist any "senior security" (as defined in accordance with the terms 1940 Act as of the Offerdate hereof, and but not properly withdrawnincluding a Derivative Contract, a number of Shares (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered or, in settlement or satisfaction of the event such guarantee prior definition shall be amended, with such changes to the Expiration Timedefinition thereof as consented to by the Majority Participants) that, together with other than the VMTP Shares then owned by Parent or its Affiliates, represents at least eighty percent issued on the Effective Date (80%) of the Company’s issued and outstanding share capital (geplaatst en uitstaand kapitaal), excluding from both the numerator and denominator of such percentage determination any Company Restricted Shares andincluding, for the avoidance of doubt, any VMTP Shares held issued on or before October 23, 2023 in connection with Agreements and Plans of Reorganization entered into by the Company Fund) or indebtedness for borrowed money of the Issuer, except (i) borrowings for temporary purposes in treasuryan amount not to exceed 5% of the assets of the Issuer, immediately prior which borrowings are repaid within sixty (60) days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the redemption or repurchase of the VMTP Shares and costs incurred in connection therewith, (iii) the Issuer's issuance of tender option bonds or creation or a tender option bond trust, if any, and (iv) as may be otherwise approved or consented to by the Expiration Time (the “Minimum Condition”); providedMajority Participants, provided that if any such "senior security" is created or incurred by the Minimum Condition is thenIssuer it shall not require the approval of the Majority Participants if the Issuer redeems, retires or terminates such "senior security" or otherwise cures such non-unsatisfied, but all other Offer Conditions are then-satisfied or waived compliance within five (other than any Offer Condition set forth in paragraph (F), (G) or (H) of this Annex I, which does not need to be then-satisfied or waived in order for this proviso to be triggered), and Buyer has extended the Offer on three (3) (or more) occasions in consecutive periods of ten (105) Business Days each in accordance with Section 2.01(e)(ii) of receiving notice of the Agreement, Buyer may in its sole discretion, by written notice to the Company, amend the reference to “eighty percent (80%)” in the foregoing definition of Minimum Condition to “seventy-five percent (75%)”, in which case the reference to “eighty percent (80%)” in the foregoing definition of Minimum Condition shall for all purposes be deemed to be a reference to “seventy-five percent (75%);”existence thereof."