Common use of Sale and Purchase Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company (a) the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in each case accordance with Section 8 hereof, at a purchase price of approximately $14.325 9.9863 per ShareFirm Unit, for an aggregate discount from the price to the public of $7,500,000. The Fund Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same a purchase price of $10.00 per share to be paid by the Underwriters to the Fund for the Firm SharesAdditional Unit. This option The Over-Allotment Option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase (as defined below) purchase” nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares). The Fund also agrees, subject to adjustment in accordance with Section 8 hereof. In addition to the terms and conditions discount from the public offering price represented by the Purchase Price set forth hereinin the first sentence of this Section 1, the Company hereby agrees to sell pay to the Investment Manager, and, upon the basis Underwriters a deferred discount of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares $15,437,500 for the Units purchased hereunder (the "Investment Manager Shares"“Deferred Discount”), subject to Section 4(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

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

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

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number respective principal amount of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share96.85% of the principal amount thereof, plus accrued interest, if any, from April 17, 2024 to the time of purchase (as defined in Section 2 below). The Fund Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions principal amounts of the Firm Shares Securities as soon as the Underwriters deem advisable after the effective date of the Registration Statement as is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determinedetermine in accordance with the rules and regulations of the Securities Act. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, Company ratably in accordance with the number principal amount of Firm Shares Securities to be purchased by each of themthem (subject to such adjustment as the Representatives may determine to ensure that the Additional Securities are issued in minimum denominations of $25 and whole multiples of $25 in excess thereof), all or a portion of the Additional Shares as may be necessary Securities, to cover over-allotments made in connection with the offering of the Firm Sharesallotments, if any, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm SharesSecurities, plus interest accrued from the time of purchase to the additional time of purchase (as defined below), subject to adjustment in accordance with Section 8 hereof. This option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time or times on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany. Such notice shall set forth the aggregate number principal amount of Additional Shares Securities as to which the option is being exercised, exercised and the date and time when the Additional Shares Securities are to be delivered (such date and time being herein hereinafter referred to as the "Additional Time “additional time of Purchase"purchase”); provided, however, that the Additional Time additional time of Purchase purchase shall not be (i) earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor or (ii) later than the tenth fifth business day after the date on which the option shall have been exercised. The number principal amount of Additional Shares Securities to be sold to each Underwriter shall be the number principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Securities being purchased as the number principal amount of Firm Shares Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number aggregate principal amount of Firm Shares Securities (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional sharesensure that the Additional Securities are issued in minimum denominations of $25 and whole multiples of $25 in excess thereof). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees Company and each of the Selling Stockholders, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company and each of the aggregate Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in set forth on Schedule A attached hereto annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 ______ per Share. The Fund Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Selling Stockholders 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 FundSelling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Selling Stockholders for the Firm Shares. This option may be exercised by you the Managing Underwriters on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany and the Selling Stockholders. 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth hereinadjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay counsel for the Additional SharesUnderwriters, up to an aggregate granted by each Selling Stockholder, ______________ and _________________ will act as representatives of 1,000 Shares each Selling Stockholder. The foregoing representatives (the "Investment Manager Representatives of the Selling Stockholders") are 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 Underwriting Agreement (this "Agreement").

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

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

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Partnership agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Partnership the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 13.728 per ShareUnit. The Fund Partnership is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the that public offering price after the initial public offering to such the extent you may determine. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional units, as they the Underwriters may determine. In addition, the Fund Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundPartnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Units at the same purchase price per share unit to be paid by the Underwriters to the Fund Partnership for the Firm SharesUnits. This option The Over-Allotment Option may be exercised by you Barclays Capital Inc. on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof this Agreement, by written notice to the FundPartnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you Barclays Capital Inc. may determine to eliminate fractional sharesUnits). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in each case accordance with Section 8 hereof, (i) with respect to 12,019,834 Firm Shares at a purchase price of $14.325 4.275 per Share. , (ii) with respect to 3,225,000 Firm Shares at a purchase price of $4.500 per Share and (iii) with respect to 755,166 Firm Shares at $4.450 per Share, in each case, pro rata based on the allocation set forth in Schedule A. 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 “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 a purchase price of $4.275 per Additional Share less an amount per share equal to be paid any dividend or distribution declared by the Underwriters to the Fund for Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Over-Allotment Option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company (i) the aggregate respective number of Firm Offered ADSs set forth opposite the name of such Underwriter in Schedule A annexed hereto under the heading “Number of Offered ADSs”, subject to adjustment in accordance with Section 11 hereof, at the purchase price per Offered ADS set forth in Schedule B hereto and (ii) the respective number of Offered Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto under the heading “Number of Offered Shares”, subject to adjustment in each case accordance with Section 11 hereof, at a the purchase price per Offered Share set forth in Schedule B hereto. Upon the basis of $14.325 the representations and warranties and subject to the terms and conditions herein set forth, the Company also agrees to sell to UBS, in its capacity as an Underwriter, and UBS, in its capacity as an Underwriter, agrees to purchase from the Company the number of Additional ADSs set forth opposite its name in Schedule A annexed hereto under the heading “Number of Additional ADSs” at the purchase price per ShareAdditional ADSs set forth in Schedule B hereto which UBS or its affiliates or agents propose to offer for further resale pursuant to Section 6 herein. 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 Offered ADSs as soon after the this Agreement has become effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the 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 additionFor the avoidance of doubt, the Fund hereby grants to Additional ADSs and the several Underwriters the option to purchase, and upon the basis Offered Shares will not form a part 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 such public offering to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")Underwriters.

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

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 13.89 per Common Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth calendar 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 New York business day after the date on which the option shall have been exercised nor later than the tenth New York business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 7 hereof, in each case at a purchase price of $14.325 U.S.$32.5019 per ShareADS, each representing 4 Preferred Shares. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Securities as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “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 Securities to be purchased by each of them, all or a portion of the Additional Shares Securities as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesSecurities, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm SharesSecurities. This option The Over-Allotment Option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof this Agreement, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares Securities as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Securities are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined in Section 2 below) nor nor, unless you and the Company otherwise agree in writing, earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Securities being purchased as the number of Firm Shares Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (Securities subject, in each case, to such adjustment as you UBS Securities LLC (“UBS”) may determine to eliminate fractional shares). The Fund also agrees, shares and subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 7 hereof.

Sale and Purchase. Upon (a) In connection with the basis of the warranties and representations IPO Indication, and subject to the terms and satisfaction of the conditions herein set forthforth in Section 1(b), the Fund Sponsor hereby agrees to sell to Investor up to [●] Founder Shares (such shares, the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the “Transferred Shares”) for an aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 [●] ($0.004 per Shareshare) (the “Transfer Price”) on the date of the closing of the IPO, and Investor hereby agrees to purchase the Transferred Shares (the “Transfer”). The Fund is advised that Concurrently with the Underwriters intend Transfer, in consideration for the transfer of the Transferred Shares, Investor shall pay the Transfer Price to the Sponsor in immediately available funds. (b) Subject to (i) the fulfillment by Investor (but only to make a public offering of their respective portions the extent actually allocated to Investor by the underwriters) of the Firm Shares as soon after IPO Indication (which shall include the effective date acquisition of 100% of the Registration Statement as is advisable units of the SPAC allocated to Investor by the underwriters in the IPO, which number of allocated units shall not be greater than [●]% of the units offered in the IPO (exclusive of any units that may be issued pursuant to the underwriters’ over-allotment option)) and (ii) initially to offer Investor’s payment of the Firm Shares Transfer Price as contemplated by Section 1(a) of this Agreement, the Transfer shall occur and be effective upon the closing of the IPO, automatically and without any action of any other party hereto. (c) Notwithstanding anything to the contrary herein, the number of Transferred Shares shall not be subject to cut-back, reduction, mandatory repurchase, redemption or forfeiture for any reason, including (i) transfer of the Founder Shares to any person, (ii) downsizing of the offering, (iii) failure of the underwriters to exercise their green shoe option, (iv) concessions or “earn-out” triggers in connection with the negotiation of a Business Combination, (v) or any other modification, without the Investor’s prior written consent. (d) The obligations of Investor hereunder are subject to there being no material change in structure, terms and conditions in the capital structure the SPAC from that 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 Registration Statement on Form S-1 filed with the number of Firm Shares to be purchased by each of themUnited States Securities and Exchange Commission on July [●], all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares 2021 (the "Investment Manager Shares"“Registration Statement”).

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in 2 Schedule A attached hereto in each case at a purchase price of $14.325 ______ per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. It is further understood that UBSW will act as, and has authority to act as, the representative for the Underwriters in the offering and sale of the Shares in accordance with a master agreement among Underwriters entered into by you and the several Underwriters. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-over- allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time additional time of Purchase"purchase); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day day/1/ after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the warranties and representations and subject to the other terms and conditions herein set forth, the Fund Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 _________ per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the other terms and end conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth (30th) day following the date hereof, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time additional time of Purchase"purchase); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day day(1) after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of --------------------- 1 As used herein "business day" shall mean a day on which the New York Stock Exchange is open for trading. Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agreesUnderwriters agree to offer to Xxxxxxx Corporate Finance AG ("Xxxxxxx") or its designees, and to permit Xxxxxxx or such designees to purchase, 250,000 of the Firm Shares and 10% of the aggregate number of Additional Shares as to which the option referred to in the immediately preceding paragraph is exercised, as part of and subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")public offering contemplated by this Agreement.

Sale and Purchase. Upon (a) On the basis of the representations, warranties and representations covenants contained in this Agreement, and subject to the its terms and conditions herein set forth, the Fund Company agrees to issue and sell to 5,000,000 Firm Shares to, or upon the respective Underwriters order of, each Underwriter in accordance with Section 2 of this Agreement and each of the UnderwritersUnderwriter, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached I and Schedule II annexed hereto (subject to such adjustments to eliminate fractional Shares or ADSs as the Representative may determine), which shall be deliverable in the form of Shares or ADSs (as designated by the Representative on behalf of the Underwriters), in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend of: (i) US$_______ per Share (or at a price of US$_______ per ADS) offered and sold to make a public offering of their respective portions of institutional investors (the Firm Shares as soon after the effective date of the Registration Statement as is advisable "INSTITUTIONAL PURCHASE PRICE") and (ii) initially US$_______ per Share (or at a price of US$_______ per ADS) offered and sold to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered retail investors (such date and time being herein referred to as the "Additional Time of PurchaseRETAIL PURCHASE PRICE"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject Institutional Purchase Price and the Retail Purchase Price are herein collectively called the PURCHASE PRICE. This Purchase Price represents a discount to the terms and conditions set forth herein, to sell per share price to the Investment Manager, and, upon public in the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same Global Offering. This purchase price includes a selling commission of US$_______ per share Share (or US$_______ per ADS), an underwriting commission of US$_______ per Share (or US$_______ per ADS) and a management commission of US$_______ per Share (or US$_______ per ADS). For the purposes of this Underwriting Agreement, sales to individuals other than to: (i) those individuals holding securities in accounts which have more than two individuals as the Underwriters account holders, or (ii) partnerships, trusts and legal entities shall pay for the Additional Shares, up constistute sales to an aggregate of 1,000 Shares (the "Investment Manager Sharesretail investors." All sales not made to ")retail investors" shall be deemed to be made to "institutional investors."

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

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company and each of the Selling Stockholders, severally and not jointly, agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company and each Selling Stockholder the aggregate respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A B attached hereto hereto, subject to adjustment in accordance with Section 9 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $14.325 ______ per Share. The Fund Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares in the United States as soon after the effective date of the Registration Statement as in your judgment is advisable advisable, (ii) to offer the Firm Shares in certain foreign jurisdictions, including the Provinces of Ontario and Quebec, on a private placement basis pursuant to exemptions from the prospectus requirements of such jurisdictions and (iiiii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company and the Selling Stockholders listed on Schedule A hereto for the Firm Shares. This option may be exercised by you UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date 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 B hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to adjustment in accordance with Section 9 hereof. Pursuant to powers of attorney, which shall be satisfactory to counsel for the terms Underwriters, granted by each Selling Stockholder, Lisa Krinsky, M.D. and conditions set forth herein, to sell to the Investment Manager, and, upon the basis Arnold Hantman will act as representatives of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares Xxxxxxx Xxxckholders. Xxx xxxxxxxxx representatives (the "Investment Manager Representatives of the Selling Stockholders") are 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, if any, 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.

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

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

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number respective principal amount of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule A attached annexed hereto in each case at a purchase price of $14.325 per Share96.85% of the principal amount thereof with respect to Firm Securities, plus accrued interest, if any, from the time of purchase (as defined below). The Fund Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Securities as soon as the Underwriters deem advisable after the effective date of the Registration Statement as is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, Company ratably in accordance with the number of Firm Shares Securities to be purchased by each of themthem (subject to such adjustment as the Representatives may determine to ensure that the Additional Securities are issued in minimum denominations of no less than $25 and whole multiples of $25 in excess thereof), 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 SharesSecurities, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Sharesset forth above. This option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time or times 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 Securities as to which the option is being exercised, exercised and the date and time when the Additional Shares Securities are to be delivered (such date and time being herein hereinafter referred to as the "Additional Time “additional time of Purchase"purchase”); provided, however, that the Additional Time additional time of Purchase purchase shall not be (i) earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor or (ii) later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Securities being purchased as the number of Firm Shares Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate number of Firm Shares Securities (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional sharesensure that the Option Securities are issued in minimum denominations of no less than $25 and whole multiples of $25 in excess thereof). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and subject to 4.1 (A) In accordance with the terms and conditions herein set forthof this Contract, from and after the Fund Unit One Testing Date, Seller agrees to sell to the respective Underwriters sell, and each of the Underwriters, severally and not jointly, Purchaser agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis all of the warranties New Mill's and, after the completion of the connecting lines between the Facility and representations and subject to the terms and conditions herein set forthOld Mill, the Underwriters shall have the right to purchase, severally and not jointly, Old Mill's electricity requirements from the FundFacility (whether such lines will be built shall be decided by Purchaser), ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase (i) Seller shall not be earlier obligated to provide at any time more than the Time capacity number (in kilowatts) used to calculate the Minimum Take; and (ii) Seller's obligations to sell energy to Purchaser are subject to Seller's obligations under the Power Purchase and Sale Contract. Purchaser may not purchase any electricity from any third party unless and only to the extent the Facility is unable to provide all of Purchase (as defined below) nor earlier than the second business day New Mill's and, after the date on which completion of the option connecting lines between the Facility and the Old Mill, the Old Mill's electricity requirements. If Purchaser anticipates any material change in its demand for power, it shall have been exercised nor later than notify Seller immediately. Upon written request by Purchaser, Seller may (but shall not be obligated to) adjust the tenth business day capacity number (in kilowatts) used to calculate the Minimum Take. From and after the date on which Unit One Testing Date, Purchaser shall pay Seller for energy by making Purchaser Energy Payments in accordance with (i) the option shall have been exercisedApproval Reply Concerning the Method for Calculating the Price for the Electricity Sold to the Grid from Jiaozuo Wan Fang Power Company Limited (2x125MW Units) by the Henan Provxxxxxx Pricing Bureau (Yu Jia Gong Zi No. The number of Additional Shares 088 (1998)) including its Appendix, Method fox Xxxxxxxting the Price for the Electricity Sold to be the Grid from Jiaozuo Wan Fang Power Company Limited (attached hereto as Appendix A) and (xx) Xxction 11, provided that the price for energy sold to each Underwriter hereunder shall be the number which bears same as the same proportion price for energy sold to HEPC pursuant to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms Power Purchase and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")Sale Contract.

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

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

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 10.21 per ShareShare (after deducting the underwriting discounts and commission of $0.34 from the public offering price of $10.55). The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. This option may be exercised by you the Joint Book-Running Managers on behalf of the several Underwriters at any time and in whole or from time to time in part at any time (but not more than twice) on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time “additional time of Purchase"purchase”); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier later than the second three business day days after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercisedof such notice. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

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

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company at the price (the “Purchase Price”) to be paid by the several Underwriters set forth in Schedule A hereto, the aggregate number principal amount of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in each case at a purchase price of $14.325 per Shareaccordance with Section 8 hereof. The Fund Company is advised by the Representatives that the Underwriters intend (i) propose to make a public offering of their respective portions of the Firm Shares Securities as soon after the this Agreement has become effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the ProspectusRepresentatives’ judgment is advisable. The Underwriters may Company is further advised by the Representatives that the Securities are to be offered to the public from time to time, in one or more negotiated transactions, at prices that may be different than par. These sales may occur at market prices prevailing at the time increase or decrease the public offering price after the initial public offering of sale, at prices related to such extent as they may determineprevailing market prices or at negotiated prices. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares Notes to be purchased by each of them, all or a portion of the Additional Shares Notes as may be necessary to cover over-allotments overallotments made in connection with the offering of the Firm SharesNotes, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm SharesNotes (without giving effect to any accrued interest from the time of purchase to the additional time of purchase, as those terms are defined herein) solely to cover overallotments made in connection with the offering of the Notes. This overallotment option may be exercised by you the Representatives on behalf of the several Underwriters at any time and in whole or from time to time in part at any time (but not more than twice) on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number principal amount of Additional Shares Notes as to which the overallotment option is being exercised, and the date and time when the Additional Shares Notes are to be delivered (such date and time being herein referred to as the "Additional Time “additional time of Purchase"purchase”); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier later than the second three business day days after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercisedof such notice. The number aggregate principal amount of Additional Shares Notes to be sold to each Underwriter shall be the number aggregate principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Notes being purchased as the number of Firm Shares Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number aggregate principal amount of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agreesNotes, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

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

Sale and Purchase. Upon the basis of the warranties warranties, representations and representations covenants, and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder. In addition, upon the basis of the warranties, representations and covenants and subject to the terms and conditions herein set forth, the Selling Stockholder agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholder that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be sold by the Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in each case at a Schedule A annexed hereto bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder. The purchase price in respect of $14.325 the Shares to be purchased by the Underwriters from the Company and the Selling Stockholder shall be $ 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 hereby grants to the several Underwriters the option to purchase, and upon Upon the basis of the warranties warranties, representations and representations covenants, and subject to the terms and conditions herein set forth, the Company and the Selling Stockholder also hereby grant to the several Underwriters the 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 each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company and the Selling Stockholder for the Firm Shares. This option may be exercised by you 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 and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time additional time of Purchase"purchase); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day 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. To the extent that the option is exercised in part, Additional Shares shall be sold by the Company and the Selling Stockholder pro rata. The aggregate number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell the Firm Shares to the respective Underwriters several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate respective number of Firm Shares (subject to such adjustment as the Lead Managers may determine to avoid fractional shares) set forth opposite the name of such Underwriter in Schedule A attached annexed hereto in each case at a purchase price of $14.325 26.18 per Share. The Fund Company is advised by the Lead Managers that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Underwriters deem advisable after the effective date of the Registration Statement as is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, Company ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as the Lead Managers shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you the Lead Managers on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time additional time of Purchasepurchase"); provided, however, that the Additional Time additional time of Purchase purchase shall not be (i) earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor or (ii) later than the tenth business day Business Day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate number of Firm Shares (subject, in each case, to such adjustment as you the Lead Managers may determine to eliminate fractional shares). The Fund also agrees, subject to As used herein "Business Day" shall mean a day on which the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares New York Stock Exchange (the "Investment Manager SharesNYSE")) is open for trading or commercial banks in the City of New York are open for business.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 per Share94.00% of the principal amount thereof. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Notes as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares Notes upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Option to Purchase Additional Notes”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number aggregate principal amount of Firm Shares Notes to be purchased by each of them, all or a portion of the Additional Shares Notes as may be necessary to cover over-allotments allotments, if any, made in connection with the offering of the Firm SharesNotes, at the same a purchase price per share of 94.00% of the principal amount thereof. The Option to be paid by the Underwriters to the Fund for the Firm Shares. This option Purchase Additional Notes may be exercised by you UBS Securities LLC on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof this Agreement, by written notice to the FundCompany. Such notice shall set forth the aggregate number principal amount of Additional Shares Notes as to which the option Option to Purchase Additional Notes is being exercised, exercised and the date and time when the Additional Shares Notes are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Option to Purchase Additional Notes shall have been exercised nor later than the tenth business day after the date on which the option Option to Purchase Additional Notes shall have been exercised. The number principal amount of Additional Shares Notes to be sold to each Underwriter shall be the number principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Notes being purchased as the number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number aggregate principal amount of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agreesNotes, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the other terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions 97.75% of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determineprincipal amount thereof. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number aggregate principal amount of Firm Shares Notes to be purchased by each of them, all or a portion of the Additional Shares Notes, as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesNotes, at a purchase price of 97.75% of the principal amount thereof, plus accrued interest, if any, from the “time of purchase” (as hereinafter defined) to the “additional time of purchase” (as hereinafter defined), such accrued interest to be calculated in the same manner and at the same purchase price per share to be paid by rate at which interest accrues on the Underwriters to Notes in accordance with their terms and the Fund for terms of the Firm SharesIndenture. This option The Over-Allotment Option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereof, of the Prospectus Supplement by written notice to the FundCompany. Such notice shall set forth the aggregate number principal amount of Additional Shares Notes as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Notes are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number principal amount of Additional Shares Notes to be sold to each Underwriter shall be the number principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Notes being purchased as the number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number aggregate principal amount of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agreesNotes, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

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

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company, at a purchase price of $15.98 per share (the "Purchase Price Per Share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto (or such number of Firm Shares increased as set forth in Section 8 hereof) bears to the aggregate number of Firm Shares to be sold by the Sellers, subject to such adjustments as you may determine to avoid fractional shares. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Stockholder agrees to sell to the respective Underwriters, and each case of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholder, at a purchase price the Purchase Price Per Share, the number of $14.325 per ShareFirm Shares which bears the same proportion to the aggregate number of Firm Shares to be sold by the Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto (or such number of Firm Shares increased as set forth in Section 8 hereof) bears to the aggregate number of Firm Shares to be sold by the Sellers, subject to such adjustments as you may determine to avoid fractional shares. 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 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 and the Selling Stockholder 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 Fund, ratably in accordance with Company and the number of Firm Shares to be purchased by each of themSelling 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 to be paid by the Underwriters to the Fund for the Firm SharesPurchase Price Per Share. This option may be exercised by you UBS Securities LLC ("UBS Securities") on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, 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, Company and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").Selling

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 20.00 per ShareShare (the “Purchase Price”). The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement Effective Time as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forthforth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price Purchase Price less an amount per share Share equal to be paid any dividends or distributions declared by the Underwriters to the Fund for paid and payable on the Firm Shares, but not payable on the Additional Shares. This option may be exercised by you the Managing Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be paid for and delivered (such date and time being herein referred to as the "“Additional Time of Purchase"Shares Closing Time”); provided, however, that the Additional Shares Closing Time of Purchase shall not be earlier than the Firm Shares Closing Time of Purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the tenth (10th) business day after the date on which the option shall have been exercisedof such notice. The number of Additional Shares to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share shares as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares"Managing Representatives may determine).

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forthforth herein, the Fund Partnership agrees to issue and sell to the respective Underwriters, the General Partner agrees to cause the Partnership to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Partnership, the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 21.35 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determineUnit. In addition, upon the Fund basis of the representations and warranties and subject to the terms and conditions set forth herein, in the event that the Underwriters sell more Common Units in the Offering than the number of Firm Units, the Partnership hereby grants to the several Underwriters the option to purchase, and upon (the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right “Over-Allotment Option”) to purchase, severally and not jointly, from the FundPartnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Units at the same purchase price per share Unit to be paid by the Underwriters to the Fund Partnership for the Firm SharesUnits. This option The Over-Allotment Option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundPartnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to herein as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined belowin Section 2 hereof) nor nor, if the additional time of purchase is after the time of purchase, earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on in Schedule A attached hereto bears to the total aggregate number of Firm Shares (subjectUnits, in each case, subject to such adjustment adjustments as you the Representatives may determine are necessary to eliminate fractional shares). The Fund also agrees, Units and subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto annexed hereto, subject to adjustment in accordance with Section 9 hereof, bears to the total number of Firm Shares, subject to adjustment in accordance with Section 9 hereof, in each case at a purchase price of $14.325 5.00 per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the ‘‘Over- Allotment Option’’) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option The Over-Allotment Option may be exercised by you UBS Securities LLC (‘‘UBS’’) on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth (30th) day following the date hereofof the Prospectus Supplement, by written notice to each of the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "Additional Time an ‘‘additional time of Purchase"purchase’’); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time ‘‘time of Purchase purchase’’ (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 9 hereof.

Sale and Purchase. Upon On the basis of the representations and warranties and representations herein and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to each Underwriter and, upon the respective Underwriters and each basis of the Underwritersrepresentations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, agrees to purchase from the Fund Company, at a purchase price of $12.24 per Share (the aggregate "PURCHASE PRICE PER SHARE"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule SCHEDULE A attached annexed hereto (or such number of Firm Shares increased as set forth in each case at a purchase price of $14.325 per ShareSection 8 hereof). The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations, warranties and representations agreements of the Company and subject to all the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth day following the date hereofOctober 3, 2001, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of PurchaseADDITIONAL TIME OF PURCHASE"); providedPROVIDED, howeverHOWEVER, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day day1 after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule SCHEDULE A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

Sale and Purchase. Upon the basis Section 2.1(b) (Sale and Purchase) of the warranties and representations and subject to Purchase Agreement is hereby amended by inserting the terms and conditions herein set forth, following text at the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name end of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised paragraph (b): "; PROVIDED, HOWEVER, that the Underwriters intend (i) to make each of Xxxxx Xxxxxxxx and Giorgio Cravato (each a public offering of their respective portions "Temporary ABB Employee") shall continue as an employee of the Firm Shares as soon relevant Affiliate of ABB after the effective date Closing until (A) in the case of Xxxxx Xxxxxxxx, June 30, 2000 or, at Purchaser's option exercised by written notice to ABB within sixty (60) days of the Registration Statement as is advisable and Closing, August 30, 2000; or (B) in the case of Giorgio Cravato, December 31, 2000; (ii) initially ABB shall use all reasonable efforts to offer ensure that the Firm Shares upon services of each Temporary ABB Employee are made available to Purchaser and/or its Affiliates on a full-time basis throughout 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 additionrelevant period; (iii) Purchaser shall promptly, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on time, reimburse the relevant Affiliate of ABB for any and all amounts paid or before costs incurred by such Affiliate in providing compensation, social insurance, benefits and perquisites to any Temporary ABB Employee during such period at the forty-fifth day following levels prevailing at the date hereofClosing, with such increases as ABB and Purchaser may subsequently implement by written notice mutual agreement; (iv) at or prior to the Fund. Such notice expiration of the relevant period referred to herein, Purchaser shall set forth offer each Temporary ABB Employee employment with Purchaser and/or its Affiliates on terms, including but not limited to position and level of compensation, no less favorable to such Temporary ABB Employee than those then applicable and Purchaser shall assume all then existing employment-related obligations with respect to such Temporary ABB Employee; and (v) if Purchaser fails to offer employment to any Temporary ABB Employee as provided herein, then Purchaser shall, as and when paid by the aggregate number relevant Affiliate of Additional Shares as ABB, promptly indemnify such Affiliate against any and all costs and liabilities with respect to severance, separation or other compensation and benefits to which the option such Temporary ABB Employee is being exercised, and the date and time when the Additional Shares are to be delivered (entitled upon termination of his employment with such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")Affiliate.

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

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 9 hereof, in each case at a purchase price of $14.325 per Share. The Fund is advised that 97.25% of the Underwriters intend (i) to make a public offering of their respective portions principal amount 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 determineNotes. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number principal amount of Firm Shares Notes to be purchased by each of them, all or a portion of the Additional Shares Notes as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesNotes, at the same purchase price per share plus accrued interest from the time of purchase (as defined below) to the additional time of purchase (as defined below) to be paid by the Underwriters to the Fund Company for the Firm SharesNotes. This option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth 30th day following the date hereofof the Prospectus, by written notice to the FundCompany. Such notice shall set forth the aggregate number principal amount of Additional Shares Notes as to which the option is being exercised, and the date and time when the Additional Shares Notes are to be delivered (such date and time being herein referred to as the "Additional Time “additional time of Purchase"purchase”); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor nor, following the time of purchase, earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number principal amount of Additional Shares Notes to be sold to each Underwriter shall be the number amount which bears the same proportion to the aggregate number principal amount of Additional Shares Notes being purchased as the number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number principal amount of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agreesNotes, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 9 hereof.

Sale and Purchase. Upon the basis of the representations and warranties, subject to the other terms and conditions herein set forth, the Company agrees to issue and sell to the respective Initial Purchasers and each of the Initial Purchasers, severally and not jointly, agrees to purchase from the Company the aggregate principal amount of Firm Notes set forth opposite the name of such Initial Purchaser in Schedule A attached hereto, subject to adjustment in accordance with Section 9 hereof, in each case at a purchase price of 97.75% of the principal amount thereof. In addition, the Company hereby grants to the several Initial Purchasers the option (the “Manager’s 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 Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters Initial Purchasers shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number aggregate principal amount of Firm Shares Notes to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering Notes, at a purchase price of 97.75% of the Firm Sharesprincipal amount thereof, plus accrued interest, if any, from the “time of purchase” (as hereinafter defined) to the “additional time of purchase” (as hereinafter defined), such accrued interest to be calculated in the same manner and at the same purchase price per share to be paid by rate at which interest accrues on the Underwriters to Notes in accordance with their terms and the Fund for terms of the Firm SharesIndenture. This option The Manager’s Option may be exercised by you UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any Initial Purchasers one time and from time to time on or before during the forty13-fifth day following period beginning with the date hereof, initial issuance of the Firm Notes by written notice to the FundCompany. Such notice shall set forth the aggregate number principal amount of Additional Shares Notes as to which the option Manager’s Option is being exercised, exercised and the date and time when the Additional Shares Notes are to be delivered (such date and time being herein referred to as the "Additional Time “additional time of 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 Manager’s Option shall have been exercised nor later than the tenth business last day after of the date on which 13-day period beginning with the option shall have been exercisedinitial issuance of the Firm Notes. The number principal amount of Additional Shares Notes to be sold to each Underwriter Initial Purchaser shall be the number principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Notes being purchased as the number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter Initial Purchaser on Schedule A hereto bears to the total number aggregate principal amount of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agreesNotes, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 9 hereof.

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

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

Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell the Firm Shares to the respective Underwriters several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate respective number of Firm Shares (subject to such adjustment as UBS Warburg may determine to avoid fractional shares) set forth opposite the name of such Underwriter in Schedule A attached annexed hereto in each case at a purchase price of $14.325 8.694 per Share. The Fund Company is advised by UBS Warburg that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Underwriters deem advisable after the effective date of the Registration Statement as is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, Company ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as UBS Warburg shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company for the Firm Shares. This option may be exercised by you UBS Warburg on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth day following the date hereof, by written notice to the FundCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein hereinafter referred to as the "Additional Time “additional time of Purchase"purchase”); provided, however, that the Additional Time additional time of Purchase purchase shall not be (i) earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor or (ii) later than the tenth business day Business Day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").A

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to sell issue and sell, and each of the Selling Stockholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company and each Selling Stockholder, the aggregate respective number of Firm Shares (subject to such adjustment as UBS Securities LLC (“UBS”) and Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) may jointly determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling Stockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto annexed hereto, subject to adjustment in accordance with Section 10 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $14.325 49.92 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 Selling Stockholders, in each case severally and not jointly, and the Company hereby grants grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany and the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company and the Selling Stockholders for the Firm Shares. This option The Over-Allotment Option may be exercised jointly by you UBS and Xxxxxx Xxxxxxx 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 and the 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 option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS and Xxxxxx Xxxxxxx may jointly determine to eliminate fractional shares). The Fund also agrees, subject to adjustment in accordance with Section 10 hereof. Upon any exercise of the terms and conditions Over-Allotment Option, the first 423,075 shares (the “Selling Stockholder Additional Shares”) to be sold will be sold by the Selling Stockholders with the number of Additional Shares to be purchased from each Selling Stockholder to be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth hereinopposite the name of such Selling Stockholder in Schedule C annexed hereto bears to 423,075, subject, in each case, to sell such adjustment as UBS and Xxxxxx Xxxxxxx may jointly determine solely to the Investment Manager, and, upon the basis eliminate fractional shares. Any Additional Shares to be purchased in excess of the representationsSelling Stockholder Additional Shares shall be purchased from the Company. Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Stockholder (which Powers of Attorney shall be satisfactory to UBS and Xxxxxx Xxxxxxx), warranties J. Xxxx Xxxxxx and agreements Xxxxx X. Xxxxxx shall act as representatives of the Fund contained hereinSelling Stockholders. Each of the foregoing representatives (collectively, the Investment Manager shall have “Representatives of the right Selling Stockholders”) is authorized, on behalf of each Selling Stockholder, among other things, to purchase from execute any documents necessary or desirable in connection with the Fundsale of the Shares to be sold hereunder by such Selling Stockholder, at to make delivery of the same purchase price per share as the Underwriters shall pay for the Additional certificates of such Shares, up to an aggregate receive the proceeds of 1,000 Shares (the "Investment Manager 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.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Partnership agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Partnership, the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 9 hereof, in each case at a purchase price of $14.325 24.97 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determineUnit. In addition, the Fund Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundPartnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made Units in connection with the offering event the Underwriters sell more than the number of the Firm SharesUnits, at the same purchase price per share Unit to be paid by the Underwriters to the Fund Partnership for the Firm SharesUnits. This option The Over-Allotment Option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundPartnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than (i) if such additional time of purchase is concurrent with the initial time of purchase, the first business day after the date on which the Over-Allotment Option shall have been exercised and (ii) if such additional time of purchase is after the initial time of purchase, the second business day after the date on which the option Over-Allotment Option shall have been exercised exercised; nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A attached hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional sharesUnits). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 9 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and subject Subject to the terms and conditions herein set forthhereof, at the Fund agrees to Closing the Company will issue and sell to each Purchaser jointly and severally, and, in express reliance upon the respective Underwriters representations and warranties hereof, and each of the UnderwritersPurchaser, severally jointly and not jointlyseverally, agrees to purchase from the Fund Company, the aggregate number dollar amount of Firm Shares set forth opposite such Purchaser's name in the name column entitled "Closing" on the Schedule of such Underwriter in Schedule A attached hereto in each case Purchasers on Exhibit A, at a purchase price equal to the average of $14.325 per Sharethe closing prices of the Company's Common Stock for each of the five (5) trading days immediately preceding the Closing of this offering (the "Purchase Price"). The Fund is advised Company will also issue to each Purchaser, for no additional consideration, that number of Class A Warrants set forth opposite such Purchaser's name on the Underwriters intend Schedule of Purchasers and a separate warrant entitling the Purchaser to purchase up to fifty percent (i50%) to make a public offering of their respective portions of the Firm Shares number of Securities purchased in the Closing, on the same terms as soon after the Closing, which warrants will be exercisable for the ten (10)-day period immediately following the effective date of the Registration Statement as is advisable and (ii) initially to offer registration statement covering 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 resale of the warranties Conversion Shares and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Warrant Shares (the "Investment Manager SharesGreen Shoe Warrants"). Class B Warrants will be issued if, on the third (3rd) anniversary of the Initial Closing, a Purchaser, or its permitted transferee, still owns any shares of Series C Preferred Stock. In such event, the Company will issue to each such Purchaser, or its permitted transferee, that number of Class B Warrants that will entitle the Purchaser, or its permitted transferee, to purchase up to fifty percent (50%) of the number of Series C Preferred shares held on such date.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forthforth herein, the Fund Partnership agrees to issue and sell to the respective Underwriters, the General Partner agrees to cause the Partnership to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Partnership, the aggregate number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.325 28.73 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determineUnit. In addition, upon the Fund basis of the representations and warranties and subject to the terms and conditions set forth herein, in the event that the Underwriters sell more Common Units in the Offering than the number of Firm Units, the Partnership hereby grants to the several Underwriters the option to purchase, and upon (the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right “Over-Allotment Option”) to purchase, severally and not jointly, from the FundPartnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Units at the same purchase price per share Unit to be paid by the Underwriters to the Fund Partnership for the Firm SharesUnits. This option The Over-Allotment Option may be exercised by you the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date hereofof the Prospectus, by written notice to the FundPartnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to herein as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined belowin Section 2 hereof) nor nor, if the additional time of purchase is after the time of purchase, earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on in Schedule A attached hereto bears to the total aggregate number of Firm Shares (subjectUnits, in each case, subject to such adjustment adjustments as you the Representatives may determine are necessary to eliminate fractional shares). The Fund also agrees, Units and subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 8 hereof.

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

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

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to sell issue and sell, and each of the Selling Stockholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company and each Selling Stockholder, the aggregate respective number of Firm Shares (subject to such adjustment as the Representatives may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling Stockholder, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 10 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $14.325 [___] per Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters 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 and the Selling Stockholders, in each case severally and not jointly, hereby grants grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany and the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund Company and the Selling Stockholders for the Firm Shares. This option The Over-Allotment Option may be exercised by you 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, the JER Representative and Other Representative (as defined below). Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. The Fund also agreesUpon any exercise of the Over-Allotment Option, the number of Additional Shares to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth opposite the Company in Schedule C annexed hereto bears to the total number of Additional Shares, and the number of Additional Shares to be purchased from each Selling Stockholder shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth opposite the name of such Selling Stockholder in Schedule C annexed hereto bears the total number of Additional Shares, subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional shares. Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Stockholder (which Powers of Attorney shall be satisfactory to the Representatives), Xxxxx Small and/or Xxxxxxx Xxxxxxx (each, a “JER Representative”) shall act as representative of JER Aviv Acquisition, LLC (“JER”) and Xxxxx X. Xxxxxxxxx (the “Other Representative”) shall act as representative of the other Selling Stockholders. Each of the JER Representative and the Other Representative is authorized, subject to the terms and conditions set forth hereinof such Powers of Attorney, solely on behalf of the Selling Stockholder which appointed him or her, among other things, to sell to execute any documents necessary or desirable in connection with the Investment Manager, and, upon the basis sale of the representationsShares to be sold hereunder by such Selling Stockholder, warranties and agreements to make delivery of the Fund contained hereincertificates representing such Shares if any, to receive the Investment Manager shall have proceeds of the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional sale of such Shares, up to an aggregate give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Stockholder in connection with the sale and public offering of 1,000 Shares (the "Investment Manager Shares"), to distribute the balance of such proceeds to such Selling Stockholder, to receive notices on behalf of such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the other terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters Initial Purchasers and each of the UnderwritersInitial Purchasers, severally and not jointly, agrees to purchase from the Fund Company, the aggregate number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter Initial Purchaser in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions 98.375% of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determineprincipal amount thereof. In addition, the Fund Company hereby grants to the several Underwriters Initial Purchasers the option (the “Manager’s Option”) to purchasepurchase from time to time, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters Initial Purchasers shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number aggregate principal amount of Firm Shares Notes to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering Notes, at a purchase price of 98.375% of the Firm Sharesprincipal amount thereof, plus accrued interest, if any, from the “time of purchase” (as hereinafter defined) to the “additional time of purchase” (as hereinafter defined), such accrued interest to be calculated in the same manner and at the same purchase price per share to be paid by rate at which interest accrues on the Underwriters to Notes in accordance with their terms and the Fund for terms of the Firm SharesIndenture. This option The Manager’s Option may be exercised by you Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) on behalf of the several Underwriters Initial Purchasers at any time and from time to time on or before the forty-fifth thirtieth day following the date hereof, of the Final Memorandum by written notice to the FundCompany. Such notice shall set forth the aggregate number principal amount of Additional Shares Notes as to which the option Manager’s Option is being exercised, exercised and the date and time when the Additional Shares Notes are to be delivered (any such date and time being herein referred to as the "Additional Time an “additional time of Purchase"purchase”); provided, however, that the Additional Time no additional time of Purchase purchase shall not be earlier than the Time “time of Purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Manager’s Option shall have been exercised nor later than the tenth business day after the date on which the option Manager’s Option shall have been exercised. The number principal amount of Additional Shares Notes to be sold to each Underwriter Initial Purchaser shall be the number principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Notes being purchased as the number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter Initial Purchaser on Schedule A hereto bears to the total number aggregate principal amount of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agreesNotes, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares")adjustment in accordance with Section 9 hereof.

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

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

Sale and Purchase. Upon Subject to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and representations agreements of the Sellers and the Parent herein contained and subject to all the terms and conditions herein set forthforth herein, the Fund agrees to sell to the respective Underwriters and each of the UnderwritersUnderwriter agrees, severally and not jointly, agrees to purchase from the Fund Company, at a purchase price of $_____ per Share (the "purchase price per share"), that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto (or such number of Firm Shares increased as set forth in Section 8 hereof) bears to the aggregate number of Firm Shares. Subject to such adjustments as you may determine to avoid fractional shares, the Selling Stockholder hereby agrees, subject to all the terms and conditions set forth herein, to sell to each case Underwriter and, upon the basis of the representations, warranties and agreements of the Sellers and the Parent herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder at a the purchase price per share, that number of $14.325 Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be sold by the Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto (or such number of Firm Shares increased as set forth in Section 8 hereof) bears to the aggregate number of Firm Shares. Subject to such adjustments as you may determine to avoid fractional shares, each of the Warrantholders agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Sellers and the Parent herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from each of the Warrantholders, at the purchase price per Shareshare, that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Warrantholder in Schedule B annexed hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto (or such number of Firm Shares increased as set forth in Section 8 hereof) bears to the aggregate number of Firm Shares. The Fund is Company, the Warrantholders 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 additionThe Selling Stockholder agrees, subject to all the Fund hereby grants terms and conditions set forth herein, to sell to the several Underwriters the option to purchaseUnderwriters, and upon the basis of the representations, warranties and representations agreements of the Sellers and subject to the terms and conditions Parent herein set forthcontained, the Underwriters shall have the right to purchasepurchase from the Selling Stockholder, 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 Company, the Warrantholders and the Selling Stockholder for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth day following the date hereof, by written notice to the 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 Purchase"purchase); provided, however, that the Additional Time additional time of Purchase purchase shall not be earlier than the Time time of Purchase purchase (as defined below) nor earlier than the second business day day(1) after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The aggregate number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

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

Sale and Purchase. Upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 10 hereof, in each case at a purchase price of $14.325 20.00 per Firm Share, and, concurrently with such issuance and sale, the Manager agrees to pay the Underwriters underwriting discounts and commissions of $1.25 per Firm Share. The Fund Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters You may from time to time increase or decrease the public offering price after the initial public offering to such extent as they you may determine. In addition, the Fund Company hereby grants to the several Underwriters the option (the “Overallotment Option”) to purchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the FundCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

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

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

Sale and Purchase. Upon At the basis of Closing (as defined below), on the warranties and representations terms and subject to the terms and conditions herein set forthcontained in this Agreement, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, Purchaser hereby agrees to purchase from each Seller, and each Seller hereby agrees to sell, assign, transfer and deliver to the Fund the aggregate number of Firm Shares set forth opposite the name Purchaser, all of such Underwriter Seller’s right, title and interest in Schedule A attached hereto in each case at a and to such Seller’s Purchased Units, free and clear of Encumbrances (other than any Encumbrances arising under applicable securities laws or the A&R LLC Agreement), for an aggregate cash purchase price of equal to $14.325 per Share. The Fund is advised that 2,383,432,202.67 (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“Purchase Price”), 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 which shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with be allocated among each Seller pro rata based on the number of Firm Shares to be purchased Subject Units owned 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 such Seller divided by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Subject Units owned by all Sellers (subjectrounded to six decimal places) (as allocated to each Seller, in each case, to such adjustment as you may determine to eliminate fractional shares“Seller’s Purchase Price”). The Fund also agrees, Such Seller’s Purchase Price for such Seller’s Purchase shall be subject to the terms following adjustments, as applicable (the resulting amounts payable with respect to such Seller’s Purchase Price after giving effect to any such adjustment, such Seller’s “Payment Amounts”): (i) such Seller’s Purchase Price shall be increased by such Seller’s pro rata portion of the amount, if any, by which the aggregate amount of any distributions paid to or for the account of the Sellers in respect of such Purchased Units after the date of this Agreement and conditions set forth herein, to sell prior to the Investment ManagerClosing (each, and, upon the basis a “Pre-Closing Distribution”) is less than $121,079,530.00 (a “Pre-Closing Distribution Shortfall”); or (ii) such Seller’s Purchase Price shall be reduced by such Seller’s pro rata portion of the representationsamount, warranties and agreements if any, by which the aggregate amount of any Pre-Closing Distributions is greater than $121,079,530.00 (a “Pre-Closing Distribution Surplus”). Subject to Section 1(e), such Seller’s Payment Amounts shall be payable in five installments as follows: such Seller’s pro rata portion of (i) an amount equal to $865,902,093.34 (x) plus the Fund contained hereinamount of any Pre-Closing Distribution Shortfall or (y) minus the amount of any Pre-Closing Distribution Surplus, the Investment Manager shall have the right to purchase from the Fundas applicable, at the same purchase price per share Closing (as to each Seller, such Seller’s “Closing Payment Amount”), the Underwriters payment of which shall pay for the Additional Sharesbe subject to further adjustment pursuant to Section 1(c) below, up (ii) $83,654,948.00 on June 30, 2025 (as to an aggregate of 1,000 Shares each Seller, such Seller’s “Second Payment Amount”), (the "Investment Manager Shares"iii) $733,815,333.33 on December 31, 2025 (as to each Seller, such Seller’s “Third Payment Amount”), (iv) $39,626,028.00 on June 30, 2026 (as to each Seller, such Seller’s “Fourth Payment Amount”) and (v) $660,433,800.00 on December 31, 2026 (as to each Seller, such Seller’s “Fifth Payment Amount”).