Common use of per Share Clause in Contracts

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 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. 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 the Representatives may determine to eliminate fractional shares).

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 share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by the Representatives 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 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 the Representatives you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

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 (the “Additional Share 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, less an amount per unit equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Additional Share Option may be exercised by 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 Additional Share 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 Additional Share Option shall have been exercised nor later than the tenth business day after the date on which the Additional Share 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 the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

per Share. The Fund Upon surrender and payment, the Company shall issue to the Warrant Holder or to such other person or persons as the Warrant Holder may direct, the number of the Shares subscribed for and will deliver to the Warrant Holder, at the address set forth on the subscription form, a certificate or certificates evidencing the number of the Shares subscribed for. If the Warrant Holder subscribes for a number of Shares which is advised less than the number of Shares permitted by this warrant, the Company shall forthwith cause to be delivered to the Warrant Holder a further Warrant Certificate in respect of the balance of Shares referred to in this Warrant Certificate not then being subscribed for. In the event of any subdivision of the common shares of the Company (as such common shares are constituted on the date hereof) into a greater number of common shares while this warrant is outstanding, the number of Shares represented by this warrant shall thereafter be deemed to be subdivided in like manner and the Exercise Price adjusted accordingly, and any subscription by the Warrant Holder for Shares hereunder shall be deemed to be a subscription for common shares of the Company as subdivided. In the event of any consolidation of the common shares of the Company (as such common shares are constituted on the date hereof) into a lesser number of common shares while this warrant is outstanding, the number of Shares represented by this warrant shall thereafter be deemed to be consolidated in like manner and the Exercise Price adjusted accordingly, and any subscription by the Warrant Holder for Shares hereunder shall be deemed to be a subscription for common shares of the Company as consolidated. In the event of any capital reorganization or reclassification of the common shares of the Company or the merger or amalgamation of the Company with another corporation at any time while this warrant is outstanding, the Company shall thereafter deliver at the time of purchase of the Shares hereunder the number of common shares the Warrant Holder would have been entitled to receive in respect of the number of the Shares so purchased had the right to purchase been exercised before such capital reorganization or reclassification of the common shares of the Company or the merger or amalgamation of the Company with another corporation. If at any time while this, or any replacement, Warrant is outstanding the Company undertakes a consolidation of its share capital (the "Consolidation"), the parties agree that the Underwriters intend Warrant Holder shall be entitled to request the Company to adjust (ithe "Adjust" or "Adjustment") to make a public offering of their respective portions the Exercise Price of the Firm Shares as soon Warrant on the following basis. The Warrant Holder will only be entitled to request this Adjustment in the following circumstances. If the closing price of the Company's shares on the third trading day after the effective date shares return to trade subsequent to a Consolidation is less than the closing price of the Registration Statement as Company's shares on the last trading day immediately prior to the Consolidation being implemented multiplied by the Consolidation ratio, then the Warrant Holder may request the Adjustment. As an example, if the closing price on the day prior to the Consolidation price being implemented was $0.50 and the Consolidation ratio was 3:1, then the Warrant Holder will be entitled to request Adjustment if, on the third trading day after the Consolidation the closing price of the Company's shares is advisable and (ii) initially less than $0.50 times 3 = $1.50. The Company will agree to offer adjust the Firm Shares upon Exercise Price of these Warrants by the terms set forth same percentage erosion in the Prospectusshare price. Again, as an example, if the closing price on the third day, using the example above, was $1.35, the price erosion (the "Erosion") was $0.15 or 10%. In such case the Exercise Price of these Warrants would be adjusted as follows. 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 determinecurrent Exercise Price is $0.425 per Share. In additionAfter a Consolidation of 3:1, the Fund hereby grants Exercise Price would be adjusted to $1.275. Then, the several Underwriters Exercise Price would be adjusted down by 10%, or $0.1275, from $1.275 to $1.1475, to reflect the option to purchase, and upon the basis of the warranties and representations and Erosion. This Adjustment provision is 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 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. 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 the Representatives may determine to eliminate fractional shares).limitations:

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 (the “Additional Share 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, less an amount per unit equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Additional Share Option may be exercised by the Representatives Xxxxxxxxx LLC (“Jefferies”) 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 Additional Share 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 Additional Share Option shall have been exercised nor later than the tenth business day after the date on which the Additional Share 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 the Representatives Jefferies may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

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

per Share. The Fund As provided in said Warrant Agreement the Warrant Price is advised that payable upon the Underwriters intend (i) to make a public offering of their respective portions exercise of the Firm Shares as soon after Warrant, either in cash or by certified check or bank draft to the effective date order of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms Company. Under certain conditions set forth in the ProspectusWarrant Agreement, this Warrant may be called for redemption at a redemption price of $0.10 per Warrant upon written notice of not less than 30 days. The Underwriters may from time Upon the exercise of this Warrant, the form of election to time increase or decrease purchase on the public offering price after the initial public offering to such extent as they may determinereverse hereof must be properly completed and executed. In additionthe event that this Warrant is exercised in respect of less than all of such Shares, a new Warrant for the Fund remaining number of Shares will be issued on such surrender. This Warrant is issued under and the rights represented hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and are subject to the terms and conditions herein set forthprovisions contained in a Warrant Agreement dated as of July [__], 2005 by and between the Company and American Stock Transfer & Trust Company, as Warrant Agent (the "Warrant Agent"), to all terms and provisions of which the registered holder of this Warrant, by acceptance hereof, assents. Reference is hereby made to said Warrant Agreement for a more complete statement of the rights and limitations of rights of the registered holder hereof, the Underwriters rights and duties of the Warrant Agent and the rights and obligations of the Company hereunder. Copies of said Warrant Agreement are on file at the office of the Warrant Agent. The Company shall have not be required upon the exercise of this Warrant to issue fractions of Shares, but shall make adjustments therefor in cash on the basis of the then current market value of any fractional interest as provided in the Warrant Agreement. This Warrant may be transferred, when surrendered at the office of the Warrant Agent or its successor as warrant agent by the registered holder hereof in person or by attorney duly authorized in writing, but only in the manner and subject to the limitations provided in the Warrant Agreement or in this Warrant and upon surrender of this Warrant Certificate and the payment of any transfer taxes. Upon any such transfer, a new Warrant or Warrants of different denominations of this tenor and representing in the aggregate the right to purchase, severally and not jointly, from the Fund, ratably in accordance with purchase a like number of Shares equal to the number of Firm Shares to such Warrants. If this Warrant Certificate shall be purchased by each of them, all surrendered for exercise within any period during which the transfer books for the Company's Common Stock or a portion other securities purchasable upon exercise of the Additional Shares as may be necessary to cover over-allotments made in connection with Warrants are closed for any purpose, 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 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 Company shall not be earlier than required to make delivery of certificates for the Time of Purchase (as defined below) nor earlier than the second business day after securities purchased upon such exercise until the date on which of the option shall have been exercisedreopening of said transfer books. The number holder of Additional Shares this Warrant shall not be entitled to any of the rights of a shareholder of the Company prior to the exercise hereof. This Warrant shall not be sold valid unless countersigned by the Warrant Agent. Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. Dated: /s/ PAUL M. FEINSTEIN /x/ M. S. KOLY ____________________________ _____________________________________ Chief Financial Officer President and Chief Executive Officer COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY (New York, N.Y.) WARRANT AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE DELCATH SYSTEMS, INC ELECTION TO PURCHASE To Be Executed by the Registered Holder In Order to each Underwriter Exercise Warrants To: DELCATH SYSTEMS, INC. c/o: American Stock Transfer & Trust Company 59 Maiden Lane New York, New Yxxx 00000 Xxx xxxxxxxxxxx xxxxxx irrevocably elects to exercise the right of purchase represented by the within Warrant(s) for and to purchase thereunder, ________________ shares of Common Stock provided for therein and tenders herewith payment of the purchase price in full to the order of the Company and requests that certificates for such shares 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 issued in the name of such Underwriter on Schedule A hereto bears PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER _______________________ _______________________________________________________ (Please Print or Typewrite) and be delivered to the total ____________________________________________________________ (Name) at _____________________________________________________________________________ (Street Address) (City) (State) (Zip Code) and, if said number of Firm Shares shares shall not be all the shares purchasable thereunder, that a new Warrant for the balance remaining of the shares purchasable under the within Warrant be registered in the name of, and delivered to, the undersigned at the address stated below. Dated: _______________ Signature: ___________________________________ Note: The above signature must correspond Name: ____________________________ with the name as written upon the face of this Warrant or with the name of the assignee appearing in the assignment form below in every particular without alteration or enlargement or any other change whatever. Addrress: __________________________ (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares).Please Print or Typewrite) *Signature Guaranteed: _________________ ____________________________________ (City) (State) (Zip Code) _________________________________________ PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Additional Share 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 Additional Share Option may be exercised by the Representatives Xxxxxxxxx LLC (“Jefferies”) 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 Additional Share 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 Additional Share Option shall have been exercised nor later than the tenth business day after the date on which the Additional Share 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 the Representatives Jefferies may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

per Share. The Fund is advised that the Underwriters intend If Maker shall (i) to pay a dividend or make a public offering distribution in shares of their respective portions capital stock (whether shares of common stock or capital stock of any other class), (ii) effect a stock split or subdivide its outstanding common stock, (iii) effect a reverse stock split or combine the outstanding common stock into a smaller number of shares, or (iv) effect any other reclassification or recapitalization, the number and types of shares of capital stock into which this Note is convertible, the Conversion Price and the Conversion Price Reduction Amount in effect immediately prior thereto shall be adjusted so that upon the subsequent Conversion of this Note Payee shall be entitled to receive the number and type of shares of capital stock of Maker which Payee would have owned or have been entitled to receive after the happening of any of the Firm Shares as soon events described above had this Note been converted immediately prior to the happening of such event. An adjustment made pursuant to this paragraph shall become effective immediately after the record date for any event requiring such adjustment or shall become effective immediately after the effective date of such event if no record date is set. If Maker shall pay any cash dividends, dividends payable in property or, except as otherwise provided in the Registration Statement immediately foregoing sentence, other distributions of any kind made in respect of the Conversion Shares, the Conversion Price in effect immediately prior thereto shall be reduced by the fair market value of such dividends or distributions; provided that, at such time as is advisable the Conversion Price shall have been reduced to zero, at the option of Payee, this Note shall automatically be deemed to have been converted and (ii) initially the Conversion Shares subject thereto shall be deemed to offer the Firm Shares upon have been issued to Payee in accordance with the terms set forth of this Agreement, and the remaining portion of such dividends or distributions, if any, shall be distributed as soon as practicable to Payee. As long as Payee’s conversion rights are in effect, upon such time, if ever, that Maker shall have sufficient authorized capital stock under its charter to issue the Prospectus. The Underwriters may Conversion Shares, Maker shall promptly notify Payee of such event and shall immediately reserve and keep available out of its authorized but unissued common stock, for the purpose of effecting the Conversion, such number of its duly authorized shares of common stock as shall from time to time be sufficient to effect the Conversion. Maker covenants that all Conversion Shares which may be issued upon Conversion will upon issue be fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. Maker’s filing of any report with the Securities and Exchange Commission, which sets forth that Maker has amended its charter documents to increase or decrease the public offering price number of shares it is authorized to issue, shall constitute sufficient notice to Payee of Maker’s notice obligations hereunder. All Conversion Shares, when issued, shall be delivered to the escrow agent identified in the escrow agreement attached hereto as Exhibit C-1 (the “Escrow Agreement”). Payee and Maker will deliver the Escrow Agreement to the escrow agent as soon as practicable after the initial public offering execution of this Note to such extent as they may determine. In addition, obtain the Fund hereby grants to escrow agent’s review and approval of the several Underwriters the option to purchaseEscrow Agreement, and upon obtaining such approval, the basis of escrow agent, Payee and Maker shall execute and deliver the warranties and representations and Escrow Agreement. The Conversion Shares shall be held subject to the terms and conditions herein set forthof the Escrow Agreement. Payee acknowledges that unless and until a Conversion is elected, the Underwriters Payee shall have the right to purchase, severally and not jointly, from the Fund, ratably no voting or other rights in accordance with the number of Firm Shares to be purchased by each of them, all or a portion respect of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Conversion 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 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 except as expressly 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. 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 the Representatives may determine to eliminate fractional shares)herein.

per Share. The Fund is advised that the Underwriters intend If Maker shall (i) to pay a dividend or make a public offering distribution in shares of their respective portions capital stock (whether shares of common stock or capital stock of any other class), (ii) effect a stock split or subdivide its outstanding common stock, (iii) effect a reverse stock split or combine the outstanding common stock into a smaller number of shares, or (iv) effect any other reclassification or recapitalization, the number and types of shares of capital stock into which this Note is convertible, the Conversion Price and the Conversion Price Reduction Amount in effect immediately prior thereto shall be adjusted so that upon the subsequent Conversion of this Note Payee shall be entitled to receive the number and type of shares of capital stock of Maker which Payee would have owned or have been entitled to receive after the happening of any of the Firm Shares as soon events described above had this Note been converted immediately prior to the happening of such event. An adjustment made pursuant to this paragraph shall become effective immediately after the record date for any event requiring such adjustment or shall become effective immediately after the effective date of such event if no record date is set. If Maker shall pay any cash dividends, dividends payable in property or, except as otherwise provided in the Registration Statement immediately foregoing sentence, other distributions of any kind made in respect of the Conversion Shares, the Conversion Price in effect immediately prior thereto shall be reduced by the fair market value of such dividends or distributions; provided that, at such time as is advisable the Conversion Price shall have been reduced to zero, at the option of Payee, this Note shall automatically be deemed to have been converted and (ii) initially the Conversion Shares subject thereto shall be deemed to offer the Firm Shares upon have been issued to Payee in accordance with the terms set forth of this Agreement, and the remaining portion of such dividends or distributions, if any, shall be distributed as soon as practicable to Payee. As long as Payee’s conversion rights are in effect, upon such time, if ever, that Maker shall have sufficient authorized capital stock under its charter to issue the Prospectus. The Underwriters may Conversion Shares, Maker shall promptly notify Payee of such event and shall immediately reserve and keep available out of its authorized but unissued common stock, for the purpose of effecting the Conversion, such number of its duly authorized shares of common stock as shall from time to time be sufficient to effect the Conversion. Maker covenants that all Conversion Shares which may be issued upon Conversion will upon issue be fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. Maker’s filing of any report with the Securities and Exchange Commission, which sets forth that Maker has amended its charter documents to increase or decrease the public offering price number of shares it is authorized to issue, shall constitute sufficient notice to Payee of Maker’s notice obligations hereunder. All Conversion Shares, when issued, shall be delivered to the escrow agent identified in the escrow agreement attached hereto as Exhibit B-1 (the “Escrow Agreement”). Payee and Maker will deliver the Escrow Agreement to the escrow agent as soon as practicable after the initial public offering execution of this Note to such extent as they may determine. In addition, obtain the Fund hereby grants to escrow agent’s review and approval of the several Underwriters the option to purchaseEscrow Agreement, and upon obtaining such approval, the basis of escrow agent, Payee and Maker shall execute and deliver the warranties and representations and Escrow Agreement. The Conversion Shares shall be held subject to the terms and conditions herein set forthof the Escrow Agreement. Payee acknowledges that unless and until a Conversion is elected, the Underwriters Payee shall have the right to purchase, severally and not jointly, from the Fund, ratably no voting or other rights in accordance with the number of Firm Shares to be purchased by each of them, all or a portion respect of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Conversion 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 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 except as expressly 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. 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 the Representatives may determine to eliminate fractional shares)herein.

per Share. The Fund is Company and the Selling Stockholder are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Selling Stockholder hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the other terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundSelling Stockholder, ratably in accordance with the number of Firm Shares to be purchased by each of 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 share to be paid by the Underwriters to the Fund Selling Stockholder for the Firm Shares. This option may be exercised by the Representatives 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 FundSelling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time additional time of 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(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 the Representatives you may determine to eliminate fractional shares).. Pursuant to a power of attorney, which shall be satisfactory to counsel for the Underwriters, granted by the Selling Stockholder (the "Power of Attorney"), Alex Glasenberg will act as representative of the Selling Stockholder. The foregoing representative (the "Representative of the Selling Stockholder") is authorized, on behalf of the Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by the Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by the Selling Stockholder in connection with the sale and public offering of the Shares, to

per Share. The Fund is Company and the Selling Stockholder are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Selling Stockholder hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, Selling Stockholder 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 the Representatives you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth 30th day following the date hereof, hereof by written notice to the FundCompany and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time additional time of 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 day1 after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives you may determine solely to eliminate fractional shares).

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 share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by the Representatives 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 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 the Representatives you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

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 execution 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 offering of the Shares to the public offering by the Underwriters 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 share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by the Representatives UBS Securities LLC ("UBS") 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 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 PurchaseADDITIONAL TIME OF 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 the Representatives you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

per Share. The Fund Company is advised by you 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 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 Selling Stockholders, in each case severally and not jointly, hereby grants grant to the several Underwriters Underwriter 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 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 them, Selling Stockholders 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 Underwriter to the Fund Selling Stockholders for the Firm Shares. This option The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters Underwriter 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 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 Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to the Underwriter shall be subject to adjustment in accordance with Section 11 hereof. Upon any exercise of the Over-Allotment Option, the number of Additional Shares to be purchased from each Underwriter Selling Stockholder shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Additional Shares set forth opposite the name of such Underwriter on Selling Stockholder in Schedule A C annexed hereto bears to the total number of Firm Shares (262,500, subject, in each case, to such adjustment as the Representatives UBS may determine solely to eliminate fractional shares. Pursuant to Custody Agreements between each Selling Stockholder and Mellon Investor Services LLC dated November 27, 2006 (each, a “Custody Agreement”), Mellon Investor Services LLC shall act as representative of the Selling Stockholders. The foregoing representative (the “Representative of the Selling Stockholders”) is authorized to cause all or any portion of the Shares to be transferred on the books of the Company into such names as the Underwriter shall have instructed in writing and to make appropriate book-entry transfers representing such Shares for the account of the Underwriter, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to such Selling Stockholder, to receive notices on behalf of such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

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 (the “Additional Share 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, less an amount per unit equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Additional Share Option may be exercised by the Representatives X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) 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 Additional Share 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 Additional Share Option shall have been exercised nor later than the tenth business day after the date on which the Additional Share 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 the Representatives X.X. Xxxxxx may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

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 to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by 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 PurchaseShares 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 exercisedexercised nor later than the tenth business day after the date of 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 the Representatives may determine to eliminate fractional shares).

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 share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by the Representatives 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 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 the Representatives you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

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 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 the Representatives Representative on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus Supplement, by written notice to the 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 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 the Representatives Representative may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. Additional Shares may be purchased by the Underwriters solely to cover over-allotments.

per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Final Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by the Representatives 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 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 the Representatives you may determine to eliminate fractional shares).

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 execution and delivery 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 “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 share to be paid by the Underwriters to the Fund Company for the Firm Shares less an amount per share equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Option may be exercised by the Representatives Cantor on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus Supplement, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Option shall have been exercised nor later than the tenth 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 the Representatives Cantor may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

per Share. The Fund New ARI 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 New ARI 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 Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, purchase 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 New ARI for the Firm Shares. This option may be exercised by the Representatives 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 hereof, by written upon notice to the FundNew ARI. 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) ), but it may be on the same day as the Time of Purchase, 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 by New ARI to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased from New ARI at the Additional Time of Purchase as the number of Firm Additional Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Additional Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

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 (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 Underwriter 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 of the Firm Shares, at the same purchase price per Share share to be paid by the Underwriters Underwriter to the Fund Company for the Firm Shares. This option The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters UBS at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus Supplement, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the 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 the Representatives may determine to eliminate fractional shares).

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 acknowledge that the Shares purchased pursuant to this Agreement are not entitled to the dividend of $0.55 per share to be paid on December 24, 2003 to the Company’s shareholders of record on December 15, 2003. 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 share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by the Representatives 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 Purchase"“Option Closing Date”); provided, however, that the Additional Time of Purchase Option Closing Date 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 fifth 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 the Representatives you may determine to eliminate fractional shares).eliminate

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 (the “Additional Shares 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 less an amount per share equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Additional Shares Option may be exercised by the Representatives Representative on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Additional Shares 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 Additional Shares Option shall have been exercised (or first business day if in connection with the “time of purchase” (as defined below)) nor later than the tenth business day after the date on which the Additional Shares 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 the Representatives Representative may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

per Share. The Fund Company is advised by you 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 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 Saratoga Selling Stockholders, in each case severally and not jointly, hereby grants grant to the several Underwriters Underwriter 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 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 them, Saratoga Selling Stockholders 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 Underwriter to the Fund Selling Stockholders for the Firm Shares. This option The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters Underwriter 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 FundSaratoga Selling 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 Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to the Underwriter shall be subject to adjustment in accordance with Section 11 hereof. Upon any exercise of the Over-Allotment Option, the number of Additional Shares to be purchased from each Underwriter Saratoga Selling Stockholder shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Additional Shares set forth opposite the name of such Underwriter on Saratoga Selling Stockholder in Schedule A C annexed hereto bears to the total number of Firm Additional Shares (in Schedule C, subject, in each case, to such adjustment as the Representatives Underwriter may determine solely to eliminate fractional shares. Pursuant to Custody Agreements between each Selling Stockholder and Mellon Investor Services LLC dated February 26, 2007 (each, a “Custody Agreement”), Mellon Investor Services LLC shall act as representative of the Selling Stockholders. The foregoing representative (the “Representative of the Selling Stockholders”) is authorized to cause all or any portion of the Shares to be transferred on the books of the Company into such names as the Underwriter shall have instructed in writing and to make appropriate book-entry transfers representing such Shares for the account of the Underwriter, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to such Selling Stockholder, to receive notices on behalf of such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

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 and the Selling Stockholders listed on Schedule B hereto hereby grants grant 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 and the Selling Stockholders listed on Schedule B hereto, 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 Company for the Firm Shares. This option may be exercised by UBS Securities LLC and Xxxxx Xxxxxxx & Co. (together, the Representatives “Book-Runners”) on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany and the Selling Stockholders listed on Schedule B hereto. 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 by each of the Company and the Selling Stockholders shall be, as nearly as practicable, in the same proportion as the maximum number of Additional Shares to be sold by each of the Company and the Selling Stockholders to maximum aggregate number of Additional Shares to be sold; provided, however, to the extent that the Underwriters exercise their option in the aggregate for less than the maximum number of Additional Shares, then such Additional Shares shall first be purchased from each of the Selling Stockholders up to, and in the same proportion as, the maximum number of Additional Shares to be sold by each of the Selling Stockholders as set forth on Schedule B hereto, thereafter, any Additional Shares shall be purchased from the Company up to the maximum number of Additional Shares to be sold by the Company. 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 the Representatives you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to powers of attorney granted by each Selling Stockholder, Xxxxx Xxxxxxxx or Xxxxxx Xxxxxxxx will act as representative of the Selling Stockholders. The foregoing representative (the “Representative of the Selling Stockholders”) is authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

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 share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by the Representatives Representative on behalf of the several Underwriters at any time and from time to time time, but only one 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 (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

per Share. The Fund Company is advised by the Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after as in the effective date judgment of the Registration Statement as Underwriters 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 the Underwriters 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 pur- chased 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 Company for the Firm Shares. This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereof, 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 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 the Representatives you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

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 share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereof, 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 the Representatives you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

per Share. The Fund closing of such purchase obligation shall occur on December 31, 1999 or the first Business Day thereafter at the offices of BALAH or such BALAH designee in Arlington, Virginia or on such other date and at such other time as the parties may otherwise agree. At the closing of any purchase obligation under this Section 3.1 (a "Put Closing"), BALAH or its designee shall deliver to the Peralta Group the toxxx xxxchase price for the Shares it is advised that required to purchase at such Put Closing by wire transfer of immediately available funds to one or more accounts designated by the Underwriters intend Peralta Group in writxxx xx BALAH or such BALAH designee three (i3) 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 Business Days prior to such extent as they may determinePut Closing, which amount shall be reduced by any taxes required to be withheld and paid over by BALAH or such BALAH designee to Mexican tax authorities (which withheld amounts BALAH or such BALAH designee shall pay over to Mexican tax authorities). 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 event a Put Closing cannot 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 the Representatives on behalf of the several Underwriters at any time and from time to time take place on or before the forty-fifth day following date required under this Agreement (or can only take place for a part of the Shares BALAH or its designee is required to purchase hereunder), then (i) BALAH or its designee hereby agrees to pay interest on the unpaid portion of the total purchase price for the Shares it was required to purchase at such Put Closing, from such date hereofuntil such time as such total purchase price is paid in full, by written notice at a rate per annum equal to 15%, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each applicable period, (ii) BALAH or its designee and the Fund. Such notice shall set forth Peralta Group hereby xxxxx xo negotiate in good faith any additional or substitute arrangements to enable BALAH or its designee to consummate all of the aggregate number of Additional Shares as transactions required to which the option is being exercisedbe consummated at such Put Closing, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to iii) so long as the "Additional Time Peralta Group shall bx xxxx the total purchase price for the Shares BALAH or its designee was required to purchase at such Put Closing, the Peralta Group shall bx xxxxxred to implement any additional or substitute arrangements proposed by BALAH or its designee (including, without limitation, the placement of Purchase"); providedthe Shares in a trust, however, that the Additional Time conversion of Purchase voting Shares into neutral Series L Shares (or other series of neutral capital stock) or the sale of the Shares to other Mexican Persons) which may be required or otherwise permitted by Mexican Governmental Entities. The rights of the Peralta Group under txxx Xxxtion 3.1 shall not be earlier than assignable to any Person who is not a member of the Time Peralta Group, except xx xxt forth in Section 7.7 hereof. Upon the transfer of Purchase any Peralta Group Shares xxxx xy the Peralta Group as of txx xxxx hereof to any Person who is not a member of the Peralta Group (as defined below) nor earlier than except xx xxx forth in Section 7.7 hereof), the second business day after rights under this Section 3.1 with respect to such transferred Peralta Group Shares xxxxx xe terminated automatically. In the date on which event members of the option shall have been exercised. The Peralta Group give noxxxx xxth respect to a number of Additional Shares to be sold to each Underwriter shall be in any notice period which exceeds the number which bears the same proportion to the aggregate total number of Additional Shares being purchased as BALAH or such BALAH designee is required to purchase with respect to that period, then BALAH or such BALAH designee shall purchase from each member of the Peralta Group a portxxx xx the Shares for which notice has been given, determined by the ratio of the number of Firm Shares set forth opposite the name of owned by such Underwriter on Schedule A hereto bears member to the total number of Firm Shares (subjectowned by the members giving notice, in each case, as shown on the stock transfer books of Grupo Iusacell, provided that the total number of Shares purchased from members of the Peralta Group shall nxx xxxxed the total number of Shares BALAH or such BALAH designee is required to purchase with respect to that period. In the event Grupo Iusacell shall (i) subdivide its outstanding Series A Shares, Series D Shares and/or Series L Shares, or (ii) combine its outstanding Series A Shares, Series D Shares and/or Series L Shares, then the maximum number of Peralta Group Shares xxxxx XALAH or its designee may be required to acquire on a given date shall be adjusted proportionately and the purchase price(s) for the Peralta Group Shares xxxxxxx by BALAH or its designee as set forth in this Section 3.1 shall be adjusted proportionately such adjustment that the product of the maximum number of Peralta Group Shares xxxxx BALAH or its designee may be required to acquire on a given date and the purchase price therefor specified in this Section 3.1 shall neither increase nor decrease from such product as of the Representatives may determine to eliminate fractional shares)date hereof.

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 determinedetermine in a manner consistent with applicable law, rules and regulations. 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 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 share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by the Representatives you once 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 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(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 the Representatives you may determine solely to eliminate fractional shares).

per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Additional Share 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 Additional Share Option may be exercised by the Representatives Representative on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Additional Share 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 Additional Share Option shall have been exercised nor later than the tenth business day after the date on which the Additional Share 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 the Representatives Representative may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

per Share. The Fund Offering is advised not subject to any minimum aggregate offering and there can be no guarantees that the Underwriters intend Issuer will raise sufficient funds, through the Offering or future financing, to meet its present or future objectives. In this subscription, the Shares are also be referred to as the “Securities”. The Offering is being made pursuant to exemptions (ithe "Exemptions") from the registration and prospectus requirements of applicable securities laws. The Subscriber acknowledges and agrees that the Issuer and its counsel will and can rely on the representations, warranties, acknowledgments and agreements of the Subscriber contained herein and otherwise provided by the Subscriber to make the Issuer to determine the availability of Exemptions should this subscription be accepted. The Offering is not, and under no circumstances is to be construed as, a public offering of their respective portions the Securities. The Offering is not being made, and this subscription does not constitute an offer to sell or the solicitation of an offer to buy the Securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. No offering memorandum or other disclosure document has been prepared or will be delivered in connection with this Offering, and the Subscriber hereby expressly acknowledges and agrees that it has not received, and has no need for, an offering memorandum or other disclosure document in connection with the Offering. Subscription Procedure Subscribers must duly complete and execute this subscription together with all applicable Forms hereto (please see the Instructions listed on the face page hereof) and return them to the Issuer with payment for the total subscription price for the subscribed Shares by way of a certified cheque, money order or bank draft made payable to "Pacific Frontier Investments Inc." or in such other manner as the Issuer may accept. Subscriptions are irrevocable. Prior to the Closing, the subscription proceeds for the subscribed Shares advanced by the Subscriber to the Issuer may be freely used by the Issuer, and such funds shall be deemed to be a non-interest bearing loan from the Subscriber to the Issuer until the issuance of the Firm Shares against such funds or the funds are otherwise returned to the Subscriber in whole or in part as soon after provided for in Article 3. A subscription will only be effective upon its acceptance and execution by the effective date Issuer. Subscriptions will only be accepted if the Issuer is satisfied that, and will be subject to a condition for the benefit of the Registration Statement Issuer that, the Offering can lawfully be made in the jurisdiction of residence of the Subscriber pursuant to an available Exemption and that all other applicable securities laws have been and will be complied with in connection with the proposed distribution. The Issuer reserves the right to accept or reject any subscription in whole or in part. The Issuer shall have no liability whatsoever to any Subscriber in the event that any of the foregoing shall occur. The Subscriber hereby represents and warrants that none of the subscription proceeds for the subscribed Shares: (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America, or any other jurisdiction, (ii) represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); and (iii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; and the Subscriber hereby further covenants that it shall promptly notify the Issuer if the Subscriber discovers that any of such representation and warranty ceases to be true and provide the Issuer with all appropriate and requested information in connection herewith. Closing Conditions and Procedure The completion of the transactions contemplated in this subscription are subject to the following conditions for the benefit of the Issuer: the receipt by the Issuer from the Subscriber of a duly completed and signed subscription (including all applicable Forms) and the subscription proceeds for the subscribed Shares; the receipt by the Issuer from the Subscriber of all further instruments and documents, in form and content satisfactory to the Issuer in its sole discretion, which the Issuer deems necessary or desirable under applicable corporate, securities or other laws; the Issuer having accepted this subscription; the performance by the Subscriber of its covenants under this subscription; and the truth, at the time of acceptance and as is advisable at Closing (as hereafter defined), of the Subscriber's representations and warranties under this agreement. The Offering will be completed at one or more closings (each a "Closing") at such time or times, on such date or dates, and at such place or places, as the Issuer may determine. At each Closing, the Issuer will enter the name of the Subscriber and other subscription details in the Issuer’s central securities register against the duly completed and executed Subscriptions and applicable subscription proceeds in respect thereof. The Subscriber hereby (i) acknowledges and agrees that no share certificates will be issued unless specifically requested by the Subscriber; and (ii) initially if share certificates are issued, irrevocably directs the Issuer to offer retain the Firm Shares upon the terms set forth such share certificates 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 Issuer's minute book and otherwise in compliance with any Escrow Arrangement (as they may determinehereafter defined). In additionthe event that the purchase and sale of the Shares contemplated by this subscription is not completed or completed in part, the Fund hereby grants to Issuer shall immediately return this subscription and, as 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 forthcase may be, the Underwriters shall have total subscription price for the right to purchase, severally and not jointly, from subscribed Shares or the Fund, ratably in accordance with part thereof representing the subscription price for the number of Firm Shares to be purchased by each in respect of themwhich this subscription was not completed, all without interest 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 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. 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 the Representatives may determine to eliminate fractional shares)deduction.

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 execution and delivery 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 warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by the Representatives 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, 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 (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 the Representatives you may determine to eliminate fractional shares).

per Share. The Fund Company is advised by you that the Underwriters intend Underwriter intends (i) to make a public offering of their respective portions of the Firm Shares as soon as the Underwriter deems advisable after the effective date of the Registration Statement as is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters Underwriter 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 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 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 share to be paid by the Underwriters Underwriter to the Fund Company for the Firm Shares. This option may be exercised by the Representatives on behalf of the several Underwriters Underwriter 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 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 the Representatives may determine to eliminate fractional shares).

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

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 share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by the Representatives UBS ("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 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 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 num- ber 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 the Representatives you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Additional Share 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 Additional Share Option may be exercised by the Representatives Jefferies LLC (“Jefferies”) 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 Additional Share 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 Additional Share Option shall have been exercised nor later than the tenth business day after the date on which the Additional Share 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 the Representatives Jefferies may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

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 to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by the 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 PurchaseShares 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. 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 the Representatives may determine to eliminate fractional shares).

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 severally 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 share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by the Representatives 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 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 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 the Representatives you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 9 hereof.

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 3 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 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. 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 the Representatives may determine to eliminate fractional shares).

per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of You shall release the Firm Shares as soon for public sale promptly 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 Prospectusthis Agreement becomes effective. The Underwriters You may from time to time increase or decrease the public offering price after the initial offering to the public offering to such extent as they you may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon on the basis of the representations and warranties and representations and subject to the other terms and conditions herein set forth, the Company and the Selling Stockholder hereby grant to the several Underwriters an option to purchase, and the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany and the Selling Stockholder, ratably in accordance with the number of Firm Shares to be purchased by from 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 overallotments made in connection with the offering of the Firm Shares, at the same purchase price per Share share to be paid by the several Underwriters to the Fund Company and the Selling Stockholder for the Firm Shares. This option may be exercised by the Representatives 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 from you to the FundCompany and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time additional time of 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 eighth 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 the Representatives may determine to eliminate fractional shares).------------------------------

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 execution 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 determinedetermine in a manner consistent with applicable law, rules and regulations. 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 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 share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by the Representatives you once 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 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(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 the Representatives you may determine solely to eliminate fractional shares).

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 to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by the Representatives 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 exercisedexercised nor later than the tenth business day after the date of 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 the Representatives may determine to eliminate fractional shares).

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 Statements 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 share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by the Representatives 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 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 below) nor earlier than the second business 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 the Representatives you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

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 Statements 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 share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by the Representatives 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 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 the Representatives you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

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 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 the Representatives 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 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 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 the Representatives UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.