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, 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 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. 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 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 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 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, 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 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 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 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 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 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 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 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 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 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 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 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. (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 warranties and representations and subject Subject to the terms and conditions herein set forthhereof, the Fund Martek hereby agrees to sell to sell, and the respective Underwriters and each of the UnderwritersPurchasers, 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 agree to purchase, and upon on 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 Closing Date (as defined below) nor earlier than shares of Common Stock (together with related share purchase rights pursuant to the second business day after Rights Agreement (the date "Rights Agreement") between Martek and Registrar and Transfer Company, dated January 24, 1996, as amended November 5, 1998, the "Common Shares") and stock purchase warrants (the "Warrants," and together with the Common Shares, the "Units") at a price per Unit (the "Unit Price") equal to the average of the closing bid price of the Common Stock on the Nasdaq Stock Market or the principal securities exchange or quotation system on which the option Common Stock is traded for the thirty (30) trading days ending on the trading day immediately preceding the Closing Date (as defined below). Each Unit shall consist of one share of Common Stock and a warrant to purchase three tenths (3/10) of a share of Common Stock. The Warrants shall have been exercised nor later than an exercise price per one whole share equal to one hundred and twenty percent (120%) of the tenth business day after applicable Unit Price. All Warrants acquired by a given Purchaser shall initially be represented by a single Common Stock Purchase Warrant in the date form of Exhibit A hereto. The total purchase price to be paid by each Purchaser is set forth opposite each Purchaser's name as that Purchaser's "purchase commitment" on which the option shall have been exercisedSchedule I hereto. The number of Additional Shares Units to be sold to each Underwriter purchased by a Purchaser shall be the number which bears the same proportion equal to the aggregate number of Additional Shares being purchased as the number of Firm Shares dollar amount for "purchase commitment" set forth opposite the Purchaser's name of such Underwriter on Schedule A I hereto bears to divided by the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares)applicable Unit Price. The Fund also agrees, subject total aggregate purchase price to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis be paid by all 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 Purchasers (the "Investment Manager SharesPurchase Price").) shall not exceed $13,805,000.00. 2

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 Subject to the terms and conditions set forth hereinin this Agreement, Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller, the Investment ManagerLand, andand all improvements thereon, upon and any and all rights, alleys, ways, waters, privileges, appurtenances and advantages, to the basis same belonging or in anyway appertaining (all of which are sometimes hereinafter collectively referred to as the “Property”). The parties agree that in order to reduce the amount of transfer and recordation taxes which may be payable in connection with the transfer of the representationsProperty, warranties and agreements of Buyer may require that the Fund contained sale be structured (herein, the Investment Manager “Alternative Sale Structure”) as a contribution of Phase One by the Seller to a newly formed limited liability company to be named Jolly COPT I, LLC (“Newco1”) pursuant to a deed in the form attached hereto as Exhibit K and as the contribution of the Reserve Parcel by the Seller to a newly formed limited liability company to be named Jolly COPT II, LLC (“Newco2”) pursuant to a deed substantially similar to the form attached hereto as Exhibit K immediately prior to the applicable Closing, and at the applicable Closing the Buyer shall have purchase one hundred percent (100%) of the right to purchase membership interests in Newco1 or Newco2, as applicable, from the FundSeller for the Phase One Purchase Price or Reserve Parcel Purchase Price, as applicable. The total cost of transfer and recordation taxes for transferring the Property to Newco1 and Newco2 shall be divided equally between Seller and Buyer and paid by them at the same purchase price per time of transfer. If Buyer elects to use the Alternative Sale Structure, Buyer shall notify Seller at least ten (10) business days prior to the First Closing Date or Second Closing Date, as applicable, and the parties shall, in good faith and with all due diligence, negotiate and prepare the forms of the documents to be used in connection with the Alternative Sale Structure, which the parties anticipate being Articles of Organization, an Operating Agreement to be prepared by Buyer and an Assignment of Member Interests in the form attached hereto as Exhibit H (“Assignment of Member Interests”). In the event the County, the State of Maryland or any other governmental authority attempts to impose, or imposes, any transfer, recordation or other taxes or charges on the transfer to Buyer of the membership interests in Newco1 or Newco2, or on the deed to Newco1 or Newco2, or on the recordation of the IDOT (whether at the time of recordation or thereafter), Seller and Buyer shall share as and promptly pay equally, fifty percent (50%) by Seller and fifty percent (50%) by Buyer, any costs and expenses of defending such matter and paying any such transfer, recordation or other taxes or charges. The provisions of this Section shall survive the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")Closings.

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 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 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 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 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 ShareUnit. The Fund is Marathon 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 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 UBS Securities LLC, Xxxxxxx Lynch, Xxxxxx, Xxxxxx and Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. LLC (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 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 10.4413 per ShareShare (after deducting the underwriting discounts and commission of $0.3787 from the public offering price of $10.8200). 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 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 (subject to such adjustment as you may reasonably 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 hereto, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof, in each case at a purchase price of $14.325 24.2125 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 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 and, upon the basis of the warranties and representations and warranties but 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 (but not more than once) on or before the forty-fifth thirtieth day following the date hereof, by prior 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"“Option Closing Date”); provided, however, that the Additional Time of Purchase Option Closing Date shall not be earlier than the Time of Purchase Closing Date (as defined below) nor earlier than the second third 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 exercisedexercised unless the Company and you otherwise agree. 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 attached hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may reasonably determine to eliminate fractional shares), plus any additional number of Additional Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. As used herein “business day” shall mean a day on which the New York Stock Exchange (the “NYSE”) is open for trading. The Fund also agreesCompany acknowledges and agrees that: (A) the terms of this Agreement and the offering contemplated hereby (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (B) no fiduciary, subject advisory or agency relationship between the Company and the Underwriters has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether any Underwriter has advised or is advising any such party on other matters; (C) the Underwriters’ obligations to the terms and conditions Company in respect of the offering contemplated hereby are set forth hereinin this Agreement in their entirety; and (D) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to sell to this Agreement and the Investment Managertransactions contemplated hereby and any other activities undertaken in connection therewith, 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 it is not relying on the Underwriters shall pay for the Additional Shares, up with respect to an aggregate of 1,000 Shares (the "Investment Manager Shares")any such matters.

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.

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 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 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 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 the Initial Purchasers in Schedule A attached hereto in each case hereto, 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 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 Notes at a purchase price of 97% of the Firm Sharesprincipal amount thereof, 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 calculated in the same manner and at the same purchase price per share to be paid by rate at which interest accrues on the Underwriters to Notes in accordance with their terms and the Fund for terms of the Firm SharesIndenture. This option may be exercised by you UBS Securities LLC (“UBS”), on behalf of the several Underwriters Initial Purchasers, at any time and from time to time on or before the forty-fifth thirtieth day following the date hereof, 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, 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 (i) earlier than (a) the Time “time of Purchase purchase” (as defined below) nor earlier than or (b) the second business day after the date on which the option shall have been exercised nor exercised, or (ii) 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 the Initial Purchasers 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 each Initial Purchaser 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 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 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 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 Underwriter and each of the Underwriters, severally and not jointly, Underwriter 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 Shares, at a purchase price of $14.325 4.18 per Share. The Fund Company is advised by the Underwriter that the Underwriters intend Underwriter intends (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of this Agreement as in the Registration Statement as Underwriter’s judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters Underwriter may from time to time increase or decrease the public offering price after the initial public offering to such extent as they the Underwriter may determine. In addition, the Fund Company hereby grants to the several Underwriters Underwriter 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 Underwriter 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 solely to cover over-allotments allotments, if any, made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters Underwriter to the Fund Company for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters Underwriter 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, 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 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, 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, 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 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 number of Firm Shares set forth opposite the name of such Underwriter in Schedule 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 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 of PurchaseADDITIONAL 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").PROVIDED,

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 96.75% 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 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 as may be necessary to cover over-allotments made in connection with the offering Notes, at a purchase price of 96.75% of the Firm Sharesprincipal amount thereof, 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 calculated in the same manner and at the same rate at which interest accrues on the Notes in accordance with their terms and the terms of the Indenture. The option to purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option Additional Notes 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 (30th) day following the date hereof, 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 to purchase Additional Notes 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 shall have been exercised nor later than the tenth business day after the date on which the option to purchase Additional Notes 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 forthforth herein, the Fund Selling Unitholder agrees to sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Selling Unitholder, 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 38.09 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, the Selling Unitholder 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 “Option”) to purchase, severally and not jointly, from the FundSelling Unitholder, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, subject to such adjustments as the Representatives may determine are necessary to eliminate fractional Units and subject to adjustment in accordance with Section 10 hereof, 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 Selling Unitholder for the Firm SharesUnits. 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 the FundSelling Unitholder. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option 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 Option shall have been 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 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 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 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 20.00 per Firm Share, and, concurrently with such issuance and sale, the Manager agrees to pay the Underwriters underwriting discounts and commissions of $1.25 per Firm 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 (the “Overallotment 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 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 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 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 warranties and ----------------- representations and subject andsubject 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 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. (a) Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forthforth herein, the Fund Company agrees to issue and sell to the respective Underwriters Subsequent Purchasers, or failing which, to the several International Underwriters, and each of the International Underwriters, 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, the aggregate number of 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 Global Coordinators 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 Offer Price. In addition, the Fund Company hereby grants to the several International Underwriters an option (the option “Over-allotment Option”) to purchaseprocure purchasers for, 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 forthforth herein, the International Underwriters shall have the right to purchaseright, severally (and not jointlyjointly or jointly and severally), to procure purchasers for, or failing which, to purchase themselves or through their respective Affiliates, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of themthe International Underwriters or the Subsequent Purchasers procured by it as applicable, all or a portion of the Additional Option Shares as may be necessary to cover cover, among other things, over-allotments allocations 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 SharesInternational Offer Price. This option The Over-allotment Option may be exercised by you the Joint Global Coordinators 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 from the last day following for the date hereoflodging of applications under the Hong Kong Public Offering, by written notice notice, substantially in the form set forth in EXHIBIT D hereto, to the FundCompany. Such notice shall set forth the aggregate number of Additional Option Shares as to which the option Over-allotment Option is being exercised, 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")delivered; provided, however, that no such date and time of delivery of the Additional Time of Purchase Option Shares shall not be earlier than the First Time of Purchase Delivery (as defined below) nor earlier than in Section 2 hereof). Upon any exercise of the second business day after Over-allotment Option, 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 Option Shares to be sold to purchased by the Subsequent Purchasers procured by each Underwriter of the International Underwriters, or failing which, such International Underwriter, shall be the number (subject to such adjustment as the Joint Global Coordinators may determine to avoid fractional shares) which bears the same proportion to the aggregate total number of Additional Option Shares being purchased by the several International Underwriters or the Subsequent Purchasers pursuant to such exercise as the number of 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 Firm Shares (subjectsubject to any reallocation by the Joint Global Coordinators of the Offer Shares between the International Offering and the Hong Kong Public Offering), and subject to adjustment in each case, to such adjustment as you may determine to eliminate fractional shares)accordance with Section 8 hereof. The Fund also agreesJoint Global Coordinators, on behalf of the Joint Bookrunners, the Joint Lead Managers and the International Underwriters, shall determine the manner and basis of allocation of the International Offer Shares. Upon the authorization by the Joint Global Coordinators of the release of the Firm Shares, the several International Underwriters propose to offer the Firm Shares for sale. The Company acknowledges and agrees that the sale of the International Offer Shares by each International Underwriter shall be made by it either as agent of the Company under applicable Laws to procure purchasers for the 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 the 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 herein, to sell to the Investment Manager, and, upon the basis forth. In view of the representationsforegoing, warranties and agreements a purchase of International Offer Shares may include a subscription for the International Offer Shares of the Fund contained herein, Company and a sale of International Offer Shares may include an allotment of the Investment Manager shall have International Offer Shares by 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. (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 Firm Shares set forth opposite the name of such International Underwriter in Schedule A attached 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 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 Option Shares as may be necessary to to, among other things, 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 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 F hereto, to the FundCompany. Such notice shall set forth the aggregate number of Additional Option Shares as to which the option Over-allotment Option is being exercised, exercised and the date and time when the Additional 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 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 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 Option Shares being purchased by the several International Underwriters pursuant to such exercise as the number of Firm Shares set forth opposite the name of such International Underwriter on in Schedule A I-B hereto bears to the total number of 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 Firm Shares, the several International Underwriters propose to such adjustment as you may determine to eliminate fractional shares)offer the 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 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 and 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 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 [first] 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 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 On the basis of the representations and warranties and representations herein contained and subject to the terms and conditions herein set forth, the Fund Seller agrees to sell sell, assign, transfer, convey and deliver to the respective Underwriters Purchaser on the Settlement Date, and each of the Underwriters, severally and not jointly, Purchaser agrees to purchase acquire from the Fund Seller on the Settlement Date, the aggregate number of Firm Shares set forth opposite shares of CIBER Common Stock (or, in the name event there shall occur a Reorganization Event, amount of cash) required by the Purchaser to pay and discharge all of the Subsidiary STRYPES on the Maturity Date (excluding any amount required to pay any interest due on the Maturity Date), assuming (x) (1) all of the STRYPES are held by the same Holder at such Underwriter in Schedule A attached hereto in each case time and without taking into account any default with respect to the STRYPES or any acceleration of the maturity of the STRYPES resulting therefrom and (2) all of the Subsidiary STRYPES are held by the same Holder at a purchase price such time and without taking into account any default with respect to the Subsidiary STRYPES or any acceleration of $14.325 per Share. The Fund is advised the maturity of the Subsidiary STRYPES resulting therefrom and (y) that the Underwriters intend (i) Purchaser has not elected to make a public offering deliver cash in lieu of their respective portions of the Firm Shares CIBER Common Stock 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 provided in the ProspectusSubsidiary STRYPES. The Underwriters may from time to time increase or decrease Notwithstanding the public offering price after the initial public offering to foregoing, if there shall have occurred a Reorganization Event and any Marketable Securities were received by holders of CIBER Common Stock in such extent as they may determine. In additionReorganization Event, the Fund hereby grants to the several Underwriters the option to purchasethen, and upon the basis of the warranties and representations and subject to the terms and conditions herein condition set forthforth below, the Underwriters shall have Seller may, at his option, satisfy his obligation contained in this Section 2.1 in whole or in part by delivering on the right to purchaseSettlement Date, severally and not jointlyin lieu of delivering cash as herein provided, from an equivalent amount (based on the Fund, ratably value determined in accordance with clause (z) of the number definition of Firm Shares "Transaction Value" in the Supplemental Indenture) of Marketable Securities, but not exceeding, as a percentage of the total consideration required to be purchased by each of themdelivered, all or a portion the percentage of the Additional Shares as may be necessary total Transaction Value attributable 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")Marketable Securities; provided, however, that the Additional Time Seller's right to deliver (or cause to be delivered) to the Purchaser hereunder such Marketable Securities shall be conditioned upon such Marketable Securities to be so delivered being transferable by the Purchaser, following receipt from the Seller, without any restrictions not generally applicable to all holders of Purchase such Marketable Securities (other than restrictions created by the Purchaser, ML & Co. or the Collateral Agent). If the condition set forth in the preceding sentence shall not be earlier than satisfied with respect to 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 Marketable Securities to be sold to each Underwriter delivered by the Seller, then, notwithstanding any other provisions hereof, the Seller's obligations contained herein 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 (subjectsettled, in each casewhole, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to through a cash payment on 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")Settlement Date.

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 Subject to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and representations agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions herein set forthforth herein, the Fund agrees to sell to the respective Underwriters and each of the UnderwritersUnderwriter agrees, severally and not jointly, agrees to purchase from the Fund Company, at a purchase price of $_____ per Share (the "purchase price per share"), that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the 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 (or such number 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 increased 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 Section 10 hereof) bears to the Prospectusaggregate number of Firm Shares. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering Subject to such extent adjustments as they you may determine. In additiondetermine to avoid fractional shares, the Fund Selling Shareholders hereby grants agree, subject to all the several Underwriters the option terms and conditions set forth herein, to purchasesell to each Underwriter and, and upon the basis of the representations, warranties and representations agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions herein set forthforth herein, the Underwriters shall have the right to purchaseeach Underwriter agrees, severally and not jointly, to purchase from each Selling Shareholder, at the Fundpurchase price per share, ratably in accordance with the that 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 Firm Shares being purchased to be sold by such Selling Shareholder as the number of Firm Shares set forth opposite the name of such Underwriter on in Schedule A annexed hereto bears to the total (or such number of Firm Shares (subject, increased as set forth in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject Section 10 hereof) bears to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis aggregate number 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 Firm 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 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 $14.325 U.S.$[___] per ShareShare for Shares initially offered in the United States and Cdn$[__] per Share for Shares initially offered in Canada. 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 in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the ProspectusProspectuses. The Underwriters may from time to time time, after the Shares have initially been offered to the public, 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 Securities") 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, 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").of

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 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 20.8256 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 at the Purchase Price Per Share less an amount per Share equal to cover over-allotments made in connection with the offering of any dividend or distribution payable on the Firm Shares, at Shares but not payable on the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Additional 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 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 annexed hereto, in each case at a purchase price of $14.325 [______] per Share. The Fund time of the purchase is hereafter referred to as the "Time of Purchase." The 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 exercised, in whole or in part, 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 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 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 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 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 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 and 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 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 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 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, upon the Fund basis of the representations and warranties and subject to the terms and conditions herein set forth, 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 forthand, 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, 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 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 (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 14.2125 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-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 time, or from time to time 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 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 in Section 2 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, (a) 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 $25.69 per unit, the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Units as provided below, the Partnership agrees to issue and sell to each case of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Partnership, at a the purchase price per share set forth in clause (a) of $14.325 per Share. this Section 1, that portion of the number of Optional Units as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional units) determined by multiplying such number of Optional Units by a fraction, the numerator of which is the maximum number of Optional Units which such Underwriter may purchase as set forth opposite the name of such Underwriter in the second column on Schedule A hereto and the denominator of which is the maximum number of Optional Units that all of the Underwriters may purchase hereunder as set forth under "Total" in the second column on Schedule A. The Fund Partnership is advised by the Representative 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 Units upon 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 right to purchasepurchase at their election, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, up to 495,000 Optional Units, at the Underwriters shall have purchase price per unit set forth in the right to purchaseparagraph above, severally and not jointly, from for the Fund, ratably sole purpose of covering sales of units in accordance with excess of the number of Firm Shares Units. The right 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 Optional Units may be exercised by you the Representative on behalf of the several Underwriters in whole or in part at any time and from time to time 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 as Optional Units to which the option is being exercisedbe purchased, and the date and time when the Additional Shares Optional 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 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").than

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 at the price (the “Purchase Price”) to be paid by the several Underwriters set forth in Exhibit D, the aggregate number principal amount of Firm Shares Senior Notes set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in each case at a purchase price of $14.325 per Shareaccordance 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 is advisable and (ii) initially to offer the Firm Shares Senior 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 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 Senior Notes to be purchased by each of them, all or a portion of the Additional Shares Senior Notes as may be necessary to cover over-allotments overallotments made in connection with the offering of the Firm SharesSenior Notes, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm SharesSenior Notes (without giving effect to any accrued interest from the time of purchase to the additional time of purchase, as those terms are defined herein) solely to cover overallotments made in connection with the offering of the Senior Notes. This overallotment 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 principal amount of Additional Shares Senior Notes as to which the overallotment option is being exercised, and the date and time when the Additional Shares Senior 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 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 aggregate principal amount of Additional Shares Senior Notes to be sold to each Underwriter shall be the number aggregate principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Senior Notes being purchased as the number of Firm Shares Senior 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 agreesSenior Notes, 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 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 set forth opposite the name of such Underwriter in Schedule A attached hereto annexed hereto, subject to adjustment in accordance with Section 9 hereof, bears to the total number of Firm Shares, subject to adjustment in accordance with Section 9 hereof, in each case at a purchase price of $14.325 5.00 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’’) 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 hereofof the Prospectus Supplement, by written notice to each of 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 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 (a) the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A A-1 attached hereto hereto, subject to adjustment in each case accordance with Section 8 hereof, at a purchase price of $14.325 9.80 per ShareFirm Unit, and (b) the number of Firm Units set forth opposite the name of such Underwriter in Schedule A-2 attached hereto, subject to adjustment in accordance with Section 8 hereof, at a purchase price of $10.00 per Firm Unit. 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 a purchase price of $9.80 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 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 aggregate number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A A-1 and Schedule A-2 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 $0.35 per Unit purchased hereunder, andother than the Units listed on Schedule A-2 hereto (the “Deferred Discount”), upon subject to Section 4(mm) 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, 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 representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company hereby agrees to issue and sell 6,500,000 shares of the Firm Shares, and each Selling Stockholder hereby agrees, severally and not jointly, to sell the number of shares of the Firm Shares set forth opposite its name in Schedule C annexed hereto, to the respective Underwriters several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule A. Each Underwriter shall be obligated to purchase from the Fund Company and from each Selling Stockholder that number of Firm Shares obtained by multiplying 6,500,000 Firm Shares, in the aggregate case of the Company, and the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule C hereto, in the case of a Selling Stockholder, in each case by a fraction, the numerator of which is the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto (subject to adjustment in accordance with Section 10 hereof) and the denominator of which is 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 Selling Stockholders, 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 FundSelling Stockholders, 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 Stockholders for the Firm Shares. This option The Over-Allotment Option may be exercised by you TWP, on behalf of the several Underwriters 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 FundSelling Stockholders. 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 TWP may determine to eliminate fractional shares). The Fund also agrees, subject to adjustment in accordance with Section 10 hereof. Upon any exercise of the terms and conditions Over-Allotment Option, the number of Additional Shares to be purchased from each Selling Stockholder shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth herein, opposite the name of such Selling Stockholder in Schedule C annexed hereto bears 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 1,050,000 Additional Shares, up (subject, in each case, to an aggregate of 1,000 Shares (the "Investment Manager Shares"such adjustment as TWP may determine to 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 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 $14.325 US$[·] per Shareshare in the case of Firm Shares sold by the Underwriters in U.S. dollars and C$[·] per share in the case of Firm Shares sold by the Underwriters in Canadian dollars. Any Firm Shares not sold by the Underwriters as of the date of the closing will be purchased from the Company at the prices set out above in U.S. dollars or Canadian dollars at the sole discretion of the Underwriters. 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 and the date of the final receipt from the Canadian Authorities for the Canadian Base PREP Prospectus, respectively, as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the ProspectusProspectus and the Canadian Offering Documents. 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. The Company acknowledges and agrees that, as applicable, the Underwriters may offer and sell Shares in the Canadian Qualifying Jurisdictions to or through their respective Canadian broker-dealer affiliates, and may offer and sell Shares in the United States to or through their respective U.S. broker-dealer affiliates as contemplated under the heading “Plan of Distribution” in the Canadian Prospectus. 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 prices per share to be paid by the Underwriters to the Fund Company for the Firm Shares, in each case less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional 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, 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 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 (a) the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A A-1 attached hereto hereto, subject to adjustment in each case accordance with Section 8 hereof, at a purchase price of $14.325 9.80 per ShareFirm Unit, and (b) the number of Firm Units set forth opposite the name of such Underwriter in Schedule A-2 attached hereto, subject to adjustment in accordance with Section 8 hereof, at a purchase price of $10.00 per Firm Unit. 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 a purchase price of $9.80 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 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 aggregate number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A A-1 and Schedule A-2 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 the terms and conditions set forth hereinadjustment in accordance with Section 8 hereof; provided, to sell to the Investment Managerhowever, andthat I-Bankers Securities, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager Inc. shall not have the right to purchase any Additional Units. In addition to the discount from the Fundpublic offering price represented by the Purchase Price set forth in the first sentence of this Section 1, at the same purchase price per share as Company hereby agrees to pay to the Underwriters shall pay for a deferred discount of $0.35 per Unit purchased hereunder, other than the Additional Shares, up to an aggregate of 1,000 Shares Units listed on Schedule A-2 hereto (the "Investment Manager Shares"“Deferred Discount”), subject to Section 4(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders 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 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 per share of $[ ], the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached I hereto and (b) in each case at a purchase price of $14.325 per Share. The Fund is advised the event and to the extent that the Underwriters intend (i) shall exercise the election to make a public offering of their respective portions purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Firm Shares as soon after the effective date Underwriters, and each 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 purchaseagrees, severally and not jointly, to purchase 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 SharesCompany, 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 set forth in clause (a) of this Section 2, that portion 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 Optional 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 election shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Additional Optional 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 Optional Shares being purchased which such Underwriter is entitled to purchase as the number of Firm Shares set forth opposite the name of such Underwriter on in Schedule A I hereto bears and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants 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 Underwriters the right to purchase from the Fundat their election up to [ ] Optional Shares, at the same purchase price per share as set forth in the Underwriters shall pay paragraph above, for the Additional sole purpose of covering sales of shares in excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In addition to the sums payable to the Representative as provided elsewhere herein, the Representative shall be entitled to receive at the Closing as additional compensation for its services, Underwriters’ Warrants for the purchase of up to [ ] Shares at a price of $[ ] per Share, upon the terms and subject to adjustment and conversion as described in the form of Underwriters’ Warrants filed as an aggregate of 1,000 Shares (exhibit to the "Investment Manager Shares")Registration Statement.

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 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 and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company at the price (the “Purchase Price”) to be paid by the several Underwriters set forth in Schedule A hereto, the aggregate number principal amount 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 purchase price of $14.325 per Shareaccordance with Section 8 hereof. The Fund Company is advised by the Representatives that the Underwriters intend (i) propose to make a public offering of their respective portions of the Firm Shares Securities as soon after the this Agreement has become effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the ProspectusRepresentatives’ judgment is advisable. The Underwriters may Company is further advised by the Representatives that the Securities are to be offered to the public from time to time, in one or more negotiated transactions, at prices that may be different than par. These sales may occur at market prices prevailing at the time increase or decrease the public offering price after the initial public offering of sale, at prices related to such extent as they may determineprevailing market prices or at negotiated prices. 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 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 purchase price per share to be paid by the Underwriters to the Fund Company for the Firm SharesNotes (without giving effect to any accrued interest from the time of purchase to the additional time of purchase, as those terms are defined herein) solely to cover overallotments made in connection with the offering of the Notes. This overallotment option may be exercised by you the Representatives 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 principal amount of Additional Shares Notes as to which the overallotment 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 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 aggregate principal amount of Additional Shares Notes to be sold to each Underwriter shall be the number aggregate principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Notes being purchased as the number 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 warranties and representations and subject to the other 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 other terms and end 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 (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, 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 --------------------- 1 As used herein "business day" shall mean a day on which the New York Stock Exchange is open for trading. 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 agreesUnderwriters agree to offer to Xxxxxxx Corporate Finance AG ("Xxxxxxx") or its designees, and to permit Xxxxxxx or such designees to purchase, 250,000 of the Firm Shares and 10% of the aggregate number of Additional Shares as to which the option referred to in the immediately preceding paragraph is exercised, as part of 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")public offering contemplated by this Agreement.

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 Firm Shares set forth opposite the name of such International Underwriter in Schedule A attached 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 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 Option Shares as may be necessary to to, among other things, 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 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 D hereto, to the FundCompany. Such notice shall set forth the aggregate number of Additional Option Shares as to which the option Over-allotment Option is being exercised, exercised and the date and time when the Additional 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 Option Shares shall not be earlier than the First Time of Purchase Delivery (as defined belowin Section 2 hereof) nor nor, unless the 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 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 Option Shares being purchased by the several International Underwriters pursuant to such exercise as the number of Firm Shares set forth opposite the name of such International Underwriter on in Schedule A I-B hereto bears to the total number of 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 Representatives of the release of the Firm Shares, the several International Underwriters propose to such adjustment as you may determine to eliminate fractional shares)offer the 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 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 (i) the Underwriters intend (i) to make a public offering of in the United States of, or offer for sale in jurisdictions outside the United States, their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and advisable, (ii) Nordea Bank Norge ASA intends to effect offers and sales of its portion of the Firm Shares solely outside of the United States or within the United States to the extent permitted by Rule 15a-6 under the Exchange Act and in compliance with state securities laws, and (iii) the Underwriters intend 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 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 8 hereof.

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 $12.24 per Share (the aggregate "PURCHASE PRICE PER SHARE"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 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 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 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 hereofOctober 3, 2001, 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 PurchaseADDITIONAL TIME OF 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 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 I attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case case, at a purchase price of $14.325 8.8106 per ShareUnit (other than 279,286 Units, to be delivered to the General Partner, which the Underwriters agree to purchase at a purchase price of $9.25 per Unit). 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 determinedetermine to be appropriate. 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-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 share equal to any dividends or distributions declared by the Partnership and payable but not yet paid on the Firm Units. 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 (30th) 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 (other than if the Over-Allotment Option is exercised prior to the initial Closing Date) 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 I 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 adjustment in accordance with Section 8 hereof. The Partnership acknowledges 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 agrees that the Underwriters shall pay for the Additional Shares, up may offer and sell Units to or through any affiliate of an aggregate of 1,000 Shares (the "Investment Manager Shares")Underwriter in accordance with applicable Law.